Common use of Termination Without Cause Clause in Contracts

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer and the Owner in writing or (iii) at the sole option of the Owner, without cause, upon 30 days written notice. Any such notice of termination shall be in writing and delivered to the Servicer by registered mail to the address set forth at the beginning of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (Master Servicer or advances by the Servicer for the same)Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, hereunder or (ii) mutual consent of the Servicer and the Owner Master Servicer in writing or (iii) at writing, provided such termination is also acceptable to the sole option Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the OwnerMaster Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans, without cause, upon provided that the Seller gives the Servicer 30 days written noticedays’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth at the beginning of this Agreementin Section 9.03. The Owner Seller and the Servicer shall comply with the termination procedures set forth in Sections 10.01 Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and 10.03 hereof and Monthly Advances still owing the procedures set forth belowServicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) aboveServicing Advances or Monthly Advances, the Owner Seller shall pay reimburse the Servicer a termination fee equal to within five (A5) with respect to fixed rate Mortgage Loans, 2.0% days upon receipt of an invoice from the aggregate unpaid principal balance Servicer without right of reimbursement from the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination dateTrust Fund. In connection with any such termination referred pursuant to in clause (ii) or (iii) aboveof the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Owner Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances within 15 Business Days following the date of termination and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding servicing at the time of such transfer of servicing if, and in addition to the foregoingonly if, funds in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect Collection Account are not sufficient to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all such unreimbursed out-of-pocket Servicing Advances fees and Monthly Advances on advances. Any invoices received by the date of Servicer after termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files will be forwarded to the Owner's designeeSeller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (Master Servicer or advances by the Servicer for the same)Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, hereunder or (ii) mutual consent of the Servicer and the Owner Master Servicer in writing writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer or (iii) with respect to some or all of the Mortgage Loans, at the sole option of the OwnerSeller, without cause, upon 30 days days’ written noticenotice to the Servicer, subject to payment by the Seller of the Termination Fee as set forth in Exhibit E hereto or other fees as mutually agreed upon by the parties and to the other limitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth at the beginning of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination dateSection 9.03. In connection with any such termination referred pursuant to in clause (i) of the first sentence of Section 8.02(a), all unreimbursed Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the Master Servicer. In connection with any termination pursuant to clauses (ii) or (iii) aboveof the first sentence of this Section 8.02(a), all unreimbursed Servicing Fees, Servicing Advances, Monthly Advances and applicable Termination Fees still owing the Owner will Servicer shall be responsible for reimbursing paid at the time of such termination by the Trust Fund by deducting from final remittance of the funds to successor servicer (on first three items) and by the Seller (on Termination Fee). Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoingFees, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In the event that Seller terminates the Servicer without cause with respect to some or all of the Mortgage Loans in accordance with Section 8.02(a)(iii), the Seller shall be required to pay to the Servicer a Termination Fee in the amount set forth at Exhibit E hereto as of the date of termination and other reasonable and necessary out-of-pocket costs associated such termination; provided, that no Termination Fee shall be paid or payable with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files respect to the Owner's designeeunpaid principal balance of any terminated Distressed Mortgage Loan.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Master Servicer (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Owner Master Servicer in writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer or (iii) with respect to some or all of the Mortgage Loans, at the sole option of the OwnerSeller, without cause, upon 30 sixty (60) days written notice, subject to the limitations set forth below. Any such notice of termination shall be in writing and delivered to the Trustee, the Master Servicer, the NIMS Insurer and the Servicer by registered mail to the address set forth at the beginning in Section 9.04 of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 8.01, 8.02 and 10.03 hereof and the procedures set forth below, provided that, in 9.01 hereof. In the event the Owner Seller terminates this Agreement the Servicer without cause in accordance with subclause respect to some or all of the Mortgage Loans (iii) aboveother than Distressed Mortgage Loans), the Owner Seller shall be required to pay to the Servicer a termination fee Termination Fee in an amount equal to the sum of (Ai) with respect to fixed rate Mortgage Loansthe product of (x) the Termination Fee Percentage, 2.0% of (y) the aggregate unpaid applicable Termination Rate and (z) the outstanding principal balance of the fixed rate terminated Mortgage Loans as of such termination the date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause and (ii) or (iii) abovefor any termination without cause, the Owner will be responsible sum of $15.00 for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a each Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicerso terminated. In the event of such electionthe Seller terminates the Servicer without cause with respect to any Distressed Mortgage Loan, the Owner Seller shall reimburse be required to pay to the Servicer a Termination Fee in an amount equal to $15.00 for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designeeeach Distressed Mortgage Loan so terminated.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Master Servicer (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Owner Master Servicer in writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer or (iii) with respect to some or all of the Mortgage Loans, at the sole option of the OwnerSeller, without cause, upon 30 sixty (60) days written notice, subject to the limitations set forth below. Any such notice of termination shall be in writing and delivered to the Trustee, the Master Servicer, the NIMS Insurer and the Servicer by registered mail to the address set forth at the beginning in Section 9.04 of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 8.01, 8.02 and 10.03 hereof and the procedures set forth below, provided that, in 9.01 hereof. In the event the Owner Seller terminates this Agreement the Servicer without cause in accordance with subclause respect to some or all of the Mortgage Loans (iii) aboveother than Distressed Mortgage Loans), the Owner Seller shall be required to pay to the Servicer a termination fee Termination Fee in an amount equal to the sum of (Ai) with respect to fixed rate Mortgage Loansthe product of (x) the Termination Fee Percentage, 2.0% of (y) the aggregate unpaid applicable Termination Rate and (z) the outstanding principal balance of the fixed rate terminated Mortgage Loans as of such termination the date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause and (ii) or (iii) above, the Owner will be responsible $15.00 for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a each Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Propertyso terminated. All unreimbursed Servicing Fees, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files owing to the Owner's designeeServicer relating to such terminated Mortgage Loans (other than Distressed Mortgage Loans) shall be reimbursed and paid to the Servicer at the time of such termination by the Seller. In the event the Seller terminates the Servicer without cause with respect to any Distressed Mortgage Loan, the Seller shall be required to pay to the Servicer a Termination Fee in an amount equal to $15.00 for each Distressed Mortgage Loan so terminated.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Master Servicer (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Owner Master Servicer in writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer or (iii) with respect to some or all of the Mortgage Loans, at the sole option of the OwnerSeller, without cause, upon 30 days written notice, subject to the limitations set forth below. Any such notice of termination shall be in writing and delivered to the Master Servicer, the NIMS Insurer and the Servicer by registered mail to the address set forth at the beginning in Section 9.04 of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 8.01, 8.02 and 10.03 hereof and 9.01 hereof. The Master Servicer or the procedures set forth below, provided that, in Trustee shall have no right to terminate the Servicer pursuant to Section 8.02. In the event the Owner Seller terminates this Agreement the Servicer without cause with respect to some or all of the Mortgage Loans in accordance with subclause Section 8.02(iii), (iiix) above, the Owner Seller shall be required to pay to the Servicer a termination fee Termination Fee in an amount equal to (A) the product of the Termination Fee Rate and the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination; provided, that no Termination Fee shall be paid or payable with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate any terminated Distressed Mortgage Loans as of such termination date Loan and (By) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) Master Servicer or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner successor servicer shall reimburse the Servicer for all accrued and unpaid Servicing Fees and unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with upon the transfer of the related files servicing to the Owner's designeesuch successor servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Securitized Loan to the Owner (Master Servicer or advances by the Servicer for the same)Trust, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Securitized Loan and the remittance of all funds due hereunder, hereunder or (ii) mutual consent of the Servicer and the Owner Master Servicer in writing writing, provided such termination is also acceptable to the applicable Rating Agency or (iii) at Rating Agencies. In addition, with the sole option prior written consent of the OwnerMaster Servicer, the Seller or its designee may terminate this Agreement with respect to all of the Securitized Loans, without cause, upon provided, that the Seller or its designee gives the Servicer 30 days written days’ notice. Any such notice of termination shall be in writing and delivered to the Servicer and the Master Servicer by registered mail to the address set forth at the beginning of this Agreementin Section 9.03. The Owner Seller or its designee and the Servicer shall comply with the termination procedures set forth in Sections 10.01 Section 9.01 hereof. All unreimbursed Servicing Fees, Servicing Advances and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay Monthly Advances still owing the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% shall be paid by the Seller or its designee or the successor servicer from its own funds within 5 Business Days of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as date of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% without right of reimbursement from the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination dateTrust. In connection with any such termination referred pursuant to in clause (ii) or (iii) aboveof the first sentence of this Section 8.02(a), all unreimbursed Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust as such amounts are received from the related Securitized Loans. In connection with any termination pursuant to the second sentence of this Section 8.02(a), the Owner Seller or its designee or the successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances within 15 Business Days following the date of termination and Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to servicing at the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event time of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with . Any invoices received by the transfer of the related files Servicer after termination will be forwarded to the Owner's Seller or its designee, and the Seller or its designee or the successor servicer shall pay such invoices within five (5) Business Days upon receipt from the Servicer.

Termination Without Cause. This Agreement The Company shall have the right to terminate upon: the Employment Term without Cause at any time. If the termination is effected by the Company other than as described in Section 8, then, under such circumstances and subject to the Associate’s continued compliance with the terms of this Agreement, (i) the later of (a) Associate’s Base Salary then in effect hereunder will continue to be payable in accordance with the distribution of Company’s payroll policy through the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the Servicer for the same)Employment Term, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent the Associate shall be paid within sixty (60) days after termination the pro rata portion of the Servicer and Bonus earned, if any, through the Owner in writing or date of termination, (iii) at the sole option of the Owner, without cause, upon 30 days written notice. Any such notice of termination shall be in writing all outstanding and delivered unvested stock options previously granted to the Servicer Associate by registered mail the Parent Company shall immediately vest in full without regard to the address set forth at achievement of any applicable performance conditions, unless otherwise prohibited by the beginning of this Agreement. The Owner Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) Associate with respect to such Delinquent Mortgage Loan or stock options, and (biv) REO Property, in each case, upon 15 days' written notice all outstanding and unvested shares of restricted stock (if any) previously granted to the ServicerAssociate by the Parent Company shall immediately vest in full without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Amended and Restated Stock Incentive Plan (the “Incentive Plan”) (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards; provided, however, that any shares of restricted stock that are intended to constitute performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), shall become vested only to the extent provided pursuant to the terms of the applicable restricted stock agreement and the provisions of this Section 9 shall not apply to any shares of restricted stock that are intended to constitute performance-based compensation. In Bonus payments to the event of such electionAssociate in accordance with this Section 9 shall be paid no later than two and one-half (2½) months following the calendar year in which the termination without Cause occurred. Notwithstanding the foregoing, the Owner Associate shall reimburse not be entitled to receive any of the Servicer for all unreimbursed outpayments or benefits described in Section 9 unless, not later than sixty (60) days after the termination date, the Associate has executed a release of claims against the Company and its affiliates (the “Release”), and the period during which the Release may be revoked has expired without the Associate having revoked the Release. None of the payments or benefits described in Section 9 shall be paid until the Release has been signed and become effective, and any payments, which would otherwise be payable during such sixty-of-pocket Servicing Advances day period prior to the date the Release becomes effective, shall be accumulated and Monthly Advances paid to the Associate on the first payroll date of termination following the date the Release becomes effective, without interest, or, if such sixty-day period begins in one calendar year and other reasonable and necessary out-of-pocket costs associated with any transfer of servicingends in a second calendar year, includingthe first payroll date during the second calendar year following the date the Release becomes effective, but not limited to, costs associated with the transfer of the related files to the Owner's designeeas described above.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, Xxxxxx Capital and the Owner Master Servicer in writing or (iii) at the sole option of the OwnerXxxxxx Capital, without cause, upon 30 days written notice. Any such notice of termination shall be in writing and delivered to the Servicer by registered mail to the address set forth at the beginning of this Agreement. The Owner Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner Xxxxxx Capital terminates this Agreement without cause in accordance with subclause (iii) above, the Owner Xxxxxx Capital shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner Xxxxxx Capital will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner Xxxxxx Capital may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner Xxxxxx Capital shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the Servicer for the same), ) and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Owner Master Servicer in writing or (iii) at the sole option of the OwnerSeller, without cause, upon 30 days written notice. Any such notice of termination shall be in writing and delivered to the Servicer by registered mail to the address set forth at the beginning of this Agreement. The Owner Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 Section 9.01 hereof and the procedures set forth below, provided that, in the event the Owner Seller terminates this Agreement without cause in accordance with subclause (iii) above, the Owner Seller shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner Seller will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner Seller may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner Seller shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer and the Owner in writing or (iii) at the sole option of the Owner, without cause, upon 30 days written notice. Any such notice of termination shall be in writing and delivered to the Servicer by registered mail to the address set forth at the beginning of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, Property upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer and the Owner in writing or (iii) at the sole option of the Owner, without cause, upon 30 days written notice. Any such notice of termination shall be in writing and delivered to the Servicer by registered mail to the address set forth at the beginning of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.01.875% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.01.50% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Master Servicer (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Owner Master Servicer in writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer or (iii) with respect to some or all of the Mortgage Loans, at the sole option of the OwnerSeller, without cause, upon 30 days sixty (60) days’ written notice, subject to the limitations set forth below. Any such notice of termination shall be in writing and delivered to the Trustee, the Master Servicer, the NIMS Insurer and the Servicer by registered mail to the address set forth at the beginning in Section 9.04 of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 8.01, 8.02 and 10.03 hereof and the procedures set forth below, provided that, in 9.01 hereof. In the event the Owner Seller terminates this Agreement the Servicer without cause in accordance with subclause respect to some or all of the Mortgage Loans (iii) aboveother than Distressed Mortgage Loans), the Owner Seller shall be required to pay to the Servicer a termination fee Termination Fee in an amount equal to the sum of (Ai) with respect to fixed rate Mortgage Loansthe product of (x) the Termination Fee Percentage, 2.0% of (y) the aggregate unpaid applicable Termination Rate and (z) the outstanding principal balance of the fixed rate terminated Mortgage Loans as of such termination the date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause and (ii) or (iii) above, the Owner will be responsible $15.00 for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a each Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Propertyso terminated. All unreimbursed Chase Servicing Fees, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files owing to the Owner's designeeServicer relating to such terminated Mortgage Loans (other than Distressed Mortgage Loans) shall be reimbursed and paid to the Servicer at the time of such termination by the Seller. In the event the Seller terminates the Servicer without cause with respect to any Distressed Mortgage Loan, the Seller shall be required to pay to the Servicer a Termination Fee in an amount equal to $15.00 for each Distressed Mortgage Loan so terminated.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (Master Servicer or advances by the Servicer for the same)Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, hereunder or (ii) mutual consent of the Servicer and the Owner Master Servicer in writing or (iii) at writing, provided such termination is also acceptable to the sole option Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the OwnerMaster Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans, without cause, upon provided, that the Seller gives the Servicer 30 days written noticedays’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth at the beginning of this Agreementin Section 9.03. The Owner Seller and the Servicer shall comply with the termination procedures set forth in Sections 10.01 Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and 10.03 hereof and Monthly Advances still owing the procedures set forth belowServicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) aboveServicing Advances or Monthly Advances, the Owner Seller shall pay reimburse the Servicer a termination fee equal to within five (A5) with respect to fixed rate Mortgage Loans, 2.0% days upon receipt of an invoice from the aggregate unpaid principal balance Servicer without right of reimbursement from the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination dateTrust Fund. In connection with any such termination referred pursuant to in clause (ii) or (iii) aboveof the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Owner Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances within 15 Business Days following the date of termination and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding servicing at the time of such transfer of servicing if, and in addition to the foregoingonly if, funds in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect Collection Account are not sufficient to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all such unreimbursed out-of-pocket Servicing Advances fees and Monthly Advances on advances. Any invoices received by the date of Servicer after termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files will be forwarded to the Owner's designeeSeller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Master Servicer (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, each Seller (with respect to its related Mortgage Loans) and the Owner Master Servicer in writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer or (iii) with respect to some or all of the Mortgage Loans, at the sole option of the Ownereach Seller (with respect to its related Mortgage Loans), without cause, upon 30 days written notice, subject to the limitations set forth below. Any such notice of termination shall be in writing and delivered to the Trustee, the Master Servicer, the NIMS Insurer and the Servicer by registered mail to the address set forth at the beginning in Section 9.04 of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 8.01, 8.02 and 10.03 hereof and 9.01 hereof. The Master Servicer or the procedures set forth below, provided that, in Trustee shall have no right to terminate the Servicer pursuant to Section 8.02. In the event either Seller terminates the Owner terminates this Agreement Servicer without cause with respect to some or all of the Mortgage Loans in accordance with subclause Section 8.02(iii), (iiix) above, the Owner such Seller shall be required to pay to the Servicer a termination fee Termination Fee in an amount equal to (A) the product of the Termination Fee Rate and the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination; provided, that no Termination Fee shall be paid or payable with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate any terminated Distressed Mortgage Loans as of such termination date Loan and (By) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) Master Servicer or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner successor servicer shall reimburse the Servicer for all accrued and unpaid Servicing Fees and unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with upon the transfer of the related files servicing to the Owner's designeesuch successor servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Securitized Loan to the Owner (Master Servicer or advances by the Servicer for the same)Trust, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Securitized Loan and the remittance of all funds due hereunder, hereunder or (ii) mutual consent of the Servicer and the Owner Master Servicer in writing writing, provided such termination is also acceptable to the applicable Rating Agency or (iii) at Rating Agencies and the sole option NIMs Insurer. In addition, with the prior written consent of the OwnerMaster Servicer and the NIMs Insurer, the Seller or its designee may terminate this Agreement with respect to all of the Securitized Loans, without cause, upon provided, that the Seller or its designee gives the Servicer 30 days written days' notice. Any such notice of termination shall be in writing and delivered to the Servicer, NIMs Insurer and the Master Servicer by registered mail to the address set forth at the beginning of this Agreementin Section 9.03. The Owner Seller or its designee and the Servicer shall comply with the termination procedures set forth in Sections 10.01 Section 9.01 hereof. All unreimbursed Servicing Fees, Servicing Advances and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay Monthly Advances still owing the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% shall be paid by the Seller or its designee or the successor servicer from its own funds within 5 Business Days of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as date of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% without right of reimbursement from the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination dateTrust. In connection with any such termination referred pursuant to in clause (ii) or (iii) aboveof the first sentence of this Section 8.02(a), all unreimbursed Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust as such amounts are received from the related Securitized Loans. In connection with any termination pursuant to the second sentence of this Section 8.02(a), the Owner Seller or its designee or the successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances within 15 Business Days following the date of termination and Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to servicing at the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event time of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with . Any invoices received by the transfer of the related files Servicer after termination will be forwarded to the Owner's Seller or its designee, and the Seller or its designee or the successor servicer shall pay such invoices within five (5) Business Days upon receipt from the Servicer.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, the Bank and the Owner Master Servicer in writing or (iii) at the sole option of the OwnerBank, without cause, upon 30 days written notice. Any such notice of termination shall be in writing and delivered to the Servicer by registered mail to the address set forth at the beginning of this Agreement. The Owner Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner Bank terminates this Agreement without cause in accordance with subclause (iii) above, the Owner Bank shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner Bank will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner Bank may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner Bank shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Master Servicer (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Owner Master Servicer in writing provided such termination is also acceptable to the Rating Agencies and, at its request, the NIMS Insurer or (iii) with respect to some or all of the Mortgage Loans, at the sole option of the OwnerSeller, without cause, upon 30 sixty (60) days written notice, subject to the limitations set forth below. Any such notice of termination shall be in writing and delivered to the Trustee, the Master Servicer, the NIMS Insurer and the Servicer by registered mail to the address set forth at the beginning in Section 9.04 of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 8.01, 8.02 and 10.03 hereof and the procedures set forth below, provided that, in 9.01 hereof. In the event the Owner Seller terminates this Agreement the Servicer without cause with respect to some or all of the Mortgage Loans in accordance with subclause (iiiSection 8.02(iii) above, the Owner Seller shall be required to pay to the Servicer the Termination Fee. Upon a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance Servicer pursuant to this Section 8.02, at the time of the fixed rate Mortgage Loans as transfer of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner will be responsible for reimbursing servicing hereunder the Servicer shall be paid the Termination Fee and be reimbursed in full for all previously unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoingMonthly Advances, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and unpaid Servicing Fees; provided that the Servicer shall deliver to the Master Servicer and the successor servicer reasonably acceptable documentation documenting such Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designeeServicing Advances.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, the Bank and the Owner Master Servicer in writing or (iii) at the sole option of the Ownerthe Bank, without cause, upon 30 days written notice. Any such notice of termination shall be in writing and delivered to the Servicer by registered mail to the address set forth at the beginning of this Agreement. The Owner Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner Bank terminates this Agreement without cause in accordance with subclause (iii) above, the Owner Bank shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner Bank will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner Bank may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner Bank shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (Master Servicer or advances by the Servicer for the same)Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, hereunder or (ii) mutual consent of the Servicer and the Owner Master Servicer in writing or (iii) at writing, provided such termination is also acceptable to the sole option Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the OwnerMaster Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans, without cause, upon provided, that the Seller gives the Servicer 30 days written noticedays’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth at the beginning of this Agreementin Section 9.03. The Owner Seller and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and Section 9.01 hereof. In the procedures set forth below, provided that, in case of Mortgage Loans which have been serviced by the event Servicer under the Owner terminates this Bank Servicing Agreement less than six months prior to the date of termination without cause in accordance with subclause (iii) aboveunder this Section 8.02, the Owner termination fee to be paid by the Seller from its own funds without reimbursement for a termination of servicing without cause pursuant to this Section 8.02 shall pay be equal to $15.00 per Mortgage Loan, payable no later than five Business Days following the date of such termination. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% shall be deducted by the Servicer from the final remittance of the aggregate unpaid principal balance funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the fixed rate Mortgage Loans as Servicer without right of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of reimbursement from the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination dateTrust Fund. In connection with any such termination referred pursuant to in clause (ii) or (iii) aboveof the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Owner Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances within 15 Business Days following the date of termination and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding servicing at the time of such transfer of servicing if, and in addition to the foregoingonly if, funds in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect Collection Account are not sufficient to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all such unreimbursed out-of-pocket Servicing Advances fees and Monthly Advances on advances. Any invoices received by the date of Servicer after termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files will be forwarded to the Owner's designeeSeller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer.

Termination Without Cause. This Agreement shall terminate upon: (i) The Purchaser may terminate, at its sole option, any rights the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due Company may have hereunder, or (ii) mutual consent of the Servicer and the Owner in writing or (iii) at the sole option of the Owner, without cause, upon 30 sixty (60) days written noticenotice or as provided in this Section 11.02. Any such notice of termination shall be in writing and delivered to the Servicer Company by registered mail to the address set forth at the beginning of this Agreementas provided in Section 12.05. The Owner Purchaser and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in Section 12.01 hereof. In the event the Owner Purchaser terminates this Agreement the Company without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer a termination fee equal to (A) with respect to fixed rate some or all of the Mortgage Loans, 2.0% the Company shall be entitled to receive, as liquidated damages, upon the transfer of the servicing rights, an amount equal to the fair market value of such servicing rights based on the aggregate unpaid outstanding principal balance amount of the fixed rate Mortgage Loans as of such the termination date date, plus all reasonable costs and (B) with respect to ARM Mortgage Loans, 2.0% expenses incurred by the Company in managing the transfer of the aggregate unpaid principal balance servicing. The fair market value of the ARM Mortgage Loans servicing rights shall be determined 66 based on the average of three bids made by experienced evaluators unaffiliated to the Purchaser and the Company and chosen as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) abovefollows: one by the Purchaser, one by the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination Company and other reasonable and necessary out-of-pocket costs associated with any transfer of servicingone by mutual agreement. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 ninety-one (91) days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner Purchaser may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each caseProperty without payment of a termination fee therefor, upon 15 fifteen (15) days' written notice to the Servicer. In Company, provided, that upon termination of the event of Agreement with respect to such electionDelinquent Mortgage Loan or REO Property, the Owner Purchaser shall reimburse the Servicer Company for all unreimbursed out-of-pocket outstanding Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designeeor Servicing Fees.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (aof(a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the Servicer for the same), ) and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Owner Master Servicer in writing or (iii) at the sole option of the OwnerSeller, without cause, upon 30 days written notice. Any such notice of termination shall be in writing and delivered to the Servicer by registered mail to the address set forth at the beginning of this Agreement. The Owner Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 Section 9.01 hereof and the procedures set forth below, provided that, in the event the Owner Seller terminates this Agreement without cause in accordance with subclause (iii) above, the Owner Seller shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner Seller will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner Seller may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner Seller shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee.

Termination Without Cause. This Agreement shall terminate upon: (i) The Purchaser may terminate, at its sole option, any rights the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due Company may have hereunder, or (ii) mutual consent of the Servicer and the Owner in writing or (iii) at the sole option of the Owner, without cause, upon 30 days written noticeas provided in this Section 11.02. Any such notice of termination shall be in writing and delivered to the Servicer Company by registered mail as provided in Section 12.05. In the event the Purchaser terminates the Company without cause with respect to some or all of the Mortgage Loans, the Purchaser shall be required to pay to the address Company a Termination Fee in an amount equal to 2.0% of the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination. MISCELLANEOUS PROVISIONS Successor to Company. Prior to termination of the Company's responsibilities and duties under this Agreement pursuant to Sections 9.04, 10.01, 11.01 (ii) or pursuant to Section 11.02 after the 90 day period has expired, the Purchaser shall, (i) succeed to and assume all of the Company's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor having the characteristics set forth at in clauses (i) through (iii) of Section 9.02 and which shall succeed to all rights and assume all of the beginning responsibilities, duties and liabilities of the Company under this Agreement prior to the termination of Company's responsibilities, duties and liabilities under this Agreement. In connection with such appointment and assumption, the Purchaser may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree. In the event that the Company's duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the aforementioned sections, the Company shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Company pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 12.01 and shall in no event relieve the Company of the representations and warranties made pursuant to Sections 3.01 and 3.02 and the remedies available to the Purchaser under Sections 3.03, 3.04, 3.05 and 3.07, it being understood and agreed that the provisions of such Sections 3.01, 3.02, 3.03, 3.04, 3.05 and 3.07 shall be applicable to the Company notwithstanding any such sale, assignment, resignation or termination of the Company, or the termination of this Agreement. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Company and to the Purchaser an instrument accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 3.01, except for subsections (f), (h), (i) and (k) thereof, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Company, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Company or termination of this Agreement pursuant to Section 9.04, 10.01, 11.01 or 11.02 shall not affect any claims that any Purchaser may have against the Company arising out of the Company's actions or failure to act prior to any such termination or resignation. The Owner Company shall deliver promptly to the successor servicer the Funds in the Custodial Account and Escrow Account and all Mortgage Files and related documents and statements held by it hereunder and the Servicer Company shall comply account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Company. Upon a successor's acceptance of appointment as such, the Company shall notify by mail the Purchaser of such appointment in accordance with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designeeSection 12.05.

Termination Without Cause. This Agreement and the Seller’s rights hereunder with respect to some or all of the Mortgage Loans shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Purchaser (or advances by the Servicer Seller for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Seller and the Owner Purchaser in writing or (iii) at the sole option of the OwnerPurchaser, without cause, upon 30 days written notice, subject to the limitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer Seller by registered mail to the address set forth at the beginning of this Agreement. The Owner Purchaser and the Servicer Seller shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in 12.01 hereof. In the event the Owner Purchaser terminates this Agreement the Seller without cause in accordance with subclause (iii) aboverespect to some or all of the Mortgage Loans, the Owner Purchaser shall be required to pay to the Servicer Seller a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.01.5% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date; provided, that no termination fee shall be paid or payable with respect to the unpaid principal balance of any Distressed Mortgage Loan. In connection with any such termination referred Subject to the requirements set forth in clause (ii) or (iii) abovethis paragraph, the Owner will Seller may terminate this Agreement with respect to the servicing of those Mortgage Loans that are determined to be Distressed Mortgage Loans as of the Notice Date and servicing of such Mortgage Loans shall be transferred to the Special Servicer. The Seller shall be responsible for reimbursing the Servicer for delivery of all unreimbursed out-of-pocket Servicing Advances within 15 required transfer notices and will send a copy of the transfer notice to the Master Servicer. Not later than the Business Days Day immediately following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition Transfer Date, the Seller shall deliver to the foregoingSpecial Servicer, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent the Distressed Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice Loans that were transferred to the Special Servicer on such Transfer Date, all related Servicing Files and a loan level tape or other electronic media containing loan set-up information in form reasonably acceptable to the Special Servicer. In the event of such election, the Owner No termination fee shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated be payable to Seller with any respect to Mortgage Loans that transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designeea Special Servicer.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Master Servicer (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Owner Master Servicer in writing writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer or (iii) with respect to some or all of the Mortgage Loans, at the sole option of the OwnerSeller, without cause, upon 30 days written notice, subject to the limitations set forth below. Any such notice of termination shall be in writing and delivered to the Master Servicer, the NIMS Insurer and the Servicer by registered mail to the address set forth at the beginning in Section 9.04 of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 8.01, 8.02 and 10.03 hereof and 9.01 hereof. The Master Servicer or the procedures set forth below, provided that, in Trustee shall have no right to terminate the Servicer pursuant to Section 8.02. In the event the Owner Seller terminates this Agreement the Servicer without cause with respect to some or all of the Mortgage Loans in accordance with subclause Section 8.02(iii), (iiix) above, the Owner Seller shall be required to pay to the Servicer a termination fee Termination Fee in an amount equal to (A) the product of the Termination Fee Rate and the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination; provided that no Termination Fee shall be paid or payable with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate any terminated Distressed Mortgage Loans as of such termination date Loan and (By) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) Master Servicer or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner successor servicer shall reimburse the Servicer for all accrued and unpaid Servicing Fees and unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with upon the transfer of the related files servicing to the Owner's designeesuch successor servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Securitized Loan to the Owner (Master Servicer or advances by the Servicer for the same)Trust, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Securitized Loan and the remittance of all funds due hereunder, hereunder or (ii) mutual consent of the Servicer and the Owner Master Servicer in writing writing, provided such termination is also acceptable to the applicable Rating Agency or (iii) at Rating Agencies and the sole option NIMs Insurer. In addition, with the prior written consent of the OwnerMaster Servicer and the NIMs Insurer, the Seller or its designee may terminate this Agreement with respect to all of the Securitized Loans, without cause, upon provided, that the Seller or its designee gives the Servicer 30 days written days’ notice. Any such notice of termination shall be in writing and delivered to the Servicer, NIMs Insurer and the Master Servicer by registered mail to the address set forth at the beginning of this Agreementin Section 9.03. The Owner Seller or its designee and the Servicer shall comply with the termination procedures set forth in Sections 10.01 Section 9.01 hereof. All unreimbursed Servicing Fees, Servicing Advances and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay Monthly Advances still owing the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% shall be paid by the Seller or its designee or the successor servicer from its own funds within 5 Business Days of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as date of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% without right of reimbursement from the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination dateTrust. In connection with any such termination referred pursuant to in clause (ii) or (iii) aboveof the first sentence of this Section 8.02(a), all unreimbursed Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust as such amounts are received from the related Securitized Loans. In connection with any termination pursuant to the second sentence of this Section 8.02(a), the Owner Seller or its designee or the successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances within 15 Business Days following the date of termination and Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to servicing at the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event time of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with . Any invoices received by the transfer of the related files Servicer after termination will be forwarded to the Owner's Seller or its designee, and the Seller or its designee or the successor servicer shall pay such invoices within five (5) Business Days upon receipt from the Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (Master Servicer or advances by the Servicer for the same)Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, hereunder or (ii) mutual consent of the Servicer and the Owner Master Servicer in writing or (iii) at writing, provided such termination is also acceptable to the sole option Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the OwnerMaster Servicer and the NIMS Insurer, each Seller (with respect to its related Mortgage Loans) may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans, without cause, upon provided, that each Seller (with respect to its related Mortgage Loans) gives the Servicer 30 days written noticedays’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth at the beginning of this Agreementin Section 9.03. The Owner Each Seller (with respect to its related Mortgage Loans) and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and Section 9.01 hereof. In the procedures set forth below, provided that, in case of Mortgage Loans which have been serviced by the event Servicer under the Owner terminates this Bank Servicing Agreement less than six months prior to the date of termination without cause in accordance with subclause (iii) aboveunder this Section 8.02, the Owner shall pay the Servicer a termination fee equal to be paid by each Seller (A) with respect to fixed rate its related Mortgage Loans) from its own funds without reimbursement for a termination of servicing without cause pursuant to this Section 8.02 shall be equal to $15.00 per Mortgage Loan, 2.0% payable no later than five Business Days following the date of such termination. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the aggregate unpaid principal balance funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the fixed rate Mortgage Loans as Servicer without right of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of reimbursement from the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination dateTrust Fund. In connection with any such termination referred pursuant to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), each Seller (with respect to its related Mortgage Loans) or (iii) above, the Owner successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances within 15 Business Days following the date of termination and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding servicing at the time of such transfer of servicing if, and in addition to the foregoingonly if, funds in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect Collection Account are not sufficient to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all such unreimbursed out-of-pocket Servicing Advances fees and Monthly Advances on advances. Any invoices received by the date of Servicer after termination and other reasonable and necessary out-of-pocket costs associated will be forwarded to each Seller (with any transfer of servicingrespect to its related Mortgage Loans), including, but not limited to, costs associated with which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the transfer of the related files to the Owner's designeeServicer.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Master Servicer (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Owner Master Servicer in writing writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer or (iii) with respect to some or all of the Mortgage Loans, at the sole option of the OwnerSeller, without cause, upon 30 days written notice, subject to the limitations set forth below. Any such notice of termination shall be in writing and delivered to the Master Servicer, the NIMS Insurer and the Servicer by registered mail to the address set forth at the beginning in Section 9.04 of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 8.01, 8.02 and 10.03 hereof and 9.01 hereof. The Master Servicer or the procedures set forth below, provided that, in Trustee shall have no right to terminate the Servicer pursuant to Section 8.02. In the event the Owner Seller terminates this Agreement the Servicer without cause with respect to some or all of the Mortgage Loans in accordance with subclause Section 8.02(iii), (iiix) above, the Owner Seller shall be required to pay to the Servicer a termination fee Termination Fee in an amount equal to (A) the product of the Termination Fee Rate and the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination; provided that no Termination Fee shall be paid or payable with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate any terminated Distressed Mortgage Loans as of such termination date Loan and (By) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) Master Servicer or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner successor servicer shall reimburse the Servicer for all accrued and unpaid Servicing Fees and unreimbursed out-of-pocket Monthly Advances and Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with upon the transfer of the related files servicing to the Owner's designeesuch successor servicer.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Master Servicer (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Owner Master Servicer in writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer or (iii) with respect to some or all of the Mortgage Loans, at the sole option of the OwnerSeller, without cause, upon 30 days written notice, subject to the limitations set forth below. Any such notice of termination shall be in writing and delivered to the Trustee, the Master Servicer, the NIMS Insurer and the Servicer by registered mail to the address set forth at the beginning in Section 9.04 of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 8.01, 8.02 and 10.03 hereof and the procedures set forth below, provided that, in 9.01 hereof. In the event the Owner Seller terminates this Agreement the Servicer without cause in accordance with subclause (iii) aboverespect to some or all of the Mortgage Loans, the Owner Seller shall be required to pay to the Servicer a termination fee Termination Fee in an amount equal to the sum of (Ai) with respect to fixed rate Mortgage Loans, 2.0% the product of the aggregate unpaid Termination Fee Percentage and the outstanding principal balance of the fixed rate terminated Mortgage Loans as of the date of such termination date and (Bii) for any termination without cause during the period from the Closing Date to the third anniversary of the Closing Date, the sum of $15.00 for each Mortgage Loan so terminated. Notwithstanding the foregoing, with respect to ARM any termination without cause (other than pursuant to Sections 6.05 and 8.04 of this Agreement) affecting a Mortgage Loans, 2.0% Loan with respect to which any payment is more than 120 days delinquent as of the aggregate unpaid principal balance of the ARM Mortgage Loans as date of such termination date. In connection with (x) during the period from the Closing Date to the third anniversary of the Closing Date, in lieu of any Termination Fee the Seller shall pay to the Purchaser a fixed fee in the amount of $15.00 per Mortgage Loan terminated during such termination referred to in clause period and (iiy) or (iii) abovethereafter, the Owner will be responsible for reimbursing Seller shall not pay any fee to the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect relating to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designeetermination.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Master Servicer (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Owner Master Servicer in writing provided such termination is also acceptable to the Rating Agencies, the Trustee and the NIMS Insurer or (iii) with respect to some or all of the Mortgage Loans, at the sole option of the OwnerSeller, without cause, upon 30 days written notice, subject to the limitations set forth below. Any such notice of termination shall be in writing and delivered to the Trustee, the Master Servicer, the NIMS Insurer and the Servicer by registered mail to the address set forth at the beginning in Section 9.04 of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 8.01, 8.02 and 10.03 hereof and the procedures set forth below, provided that, in 9.01 hereof. In the event the Owner Seller terminates this Agreement the Servicer without cause with respect to some or all of the Mortgage Loans in accordance with subclause Section 8.02(iii), (iiix) above, the Owner Seller shall be required to pay to the Servicer a termination fee Termination Fee in an amount equal to (A) the product of the Termination Fee Percentage and the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination; provided, that no Termination Fee shall be paid or payable with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate any terminated Distressed Mortgage Loans as of such termination date Loan and (By) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) Seller or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner successor servicer shall reimburse the Servicer for all unreimbursed out-of-pocket Monthly Advances, Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with Servicing Fees upon the transfer of the related files servicing to the Owner's designeesuch successor servicer.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Master Servicer (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Owner Master Servicer in writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer or (iii) with respect to some or all of the Mortgage Loans, at the sole option of the OwnerSeller, without cause, upon 30 days written notice, subject to the limitations set forth below. Any such notice of termination shall be in writing and delivered to the Trustee, the Master Servicer, the NIMS Insurer and the Servicer by registered mail to the address set forth at the beginning in Section 9.04 of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 8.01, 8.02 and 10.03 hereof and the procedures set forth below, provided that, in 9.01 hereof. In the event the Owner Seller terminates this Agreement the Servicer without cause with respect to some or all of the Mortgage Loans in accordance with subclause (iii) aboveSection 8.02(iii), the Owner Seller shall be required to pay to the Servicer a termination fee Termination Fee in an amount equal to (A) the product of the Termination Fee Percentage and the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination; provided, that no Termination Fee shall be paid or payable with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent terminated Distressed Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property. All unreimbursed Servicing Fees, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files owing to the Owner's designeeServicer relating to such Mortgage Loans shall be reimbursed and paid to the Servicer upon such termination.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Securitized Loan to the Owner (Master Servicer or advances by the Servicer for the same)Trust, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Securitized Loan and the remittance of all funds due hereunder, hereunder or (ii) mutual consent of the Servicer and the Owner Master Servicer in writing writing, provided such termination is also acceptable to the applicable Rating Agency or (iii) at Rating Agencies. In addition, with the sole option prior written consent of the OwnerMaster Servicer, the Seller or its designee may terminate this Agreement with respect to all of the Securitized Loans, without cause, upon provided, that the Seller or its designee gives the Servicer 30 days written days' notice. Any such notice of termination shall be in writing and delivered to the Servicer and the Master Servicer by registered mail to the address set forth at the beginning of this Agreementin Section 9.03. The Owner Seller or its designee and the Servicer shall comply with the termination procedures set forth in Sections 10.01 Section 9.01 hereof. All unreimbursed Servicing Fees, Servicing Advances and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay Monthly Advances still owing the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% shall be paid by the Seller or its designee or the successor servicer from its own funds within 5 Business Days of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as date of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% without right of reimbursement from the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination dateTrust. In connection with any such termination referred pursuant to in clause (ii) or (iii) aboveof the first sentence of this Section 8.02(a), all unreimbursed Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust as such amounts are received from the related Securitized Loans. In connection with any termination pursuant to the second sentence of this Section 8.02(a), the Owner Seller or its designee or the successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances within 15 Business Days following the date of termination and Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to servicing at the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event time of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with . Any invoices received by the transfer of the related files Servicer after termination will be forwarded to the Owner's Seller or its designee, and the Seller or its designee or the successor servicer shall pay such invoices within five (5) Business Days upon receipt from the Servicer.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Master Servicer (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Owner Master Servicer in writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer or (iii) with respect to some or all of the Mortgage Loans, at the sole option of the OwnerSeller, without cause, upon 30 days written notice, subject to the limitations set forth below. Any such notice of termination shall be in writing and delivered to the Master Servicer, the Trustee, the NIMS Insurer and the Servicer by registered mail to the address set forth at the beginning in Section 9.04 of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 8.01, 8.02 and 10.03 hereof and 9.01 hereof. The Master Servicer or the procedures set forth below, provided that, in Trustee shall have no right to terminate the Servicer pursuant to Section 8.02. In the event the Owner Seller terminates this Agreement the Servicer without cause with respect to some or all of the Mortgage Loans in accordance with subclause Section 8.02(iii), (iiix) above, the Owner Seller shall be required to pay to the Servicer a termination fee Termination Fee in an amount equal to (A) the product of the Termination Fee Rate and the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination; provided, that no Termination Fee shall be paid or payable with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate any terminated Distressed Mortgage Loans as of such termination date Loan and (By) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) Master Servicer or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner successor servicer shall reimburse the Servicer for all accrued and unpaid Servicing Fees and unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with upon the transfer of the related files servicing to the Owner's designeesuch successor servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Master Servicer (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, each Seller (with respect to its related Mortgage Loans) and the Owner Master Servicer in writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer or (iii) with the prior written consent of the Master Servicer and the NIMS Insurer at the sole option discretion of each Seller (with respect to its related Mortgage Loans and acting in its capacity as owner of the Owner, without cause, upon 30 days written noticeservicing rights relating to such Mortgage Loans). Any such notice of termination pursuant to clause (iii) above shall be with 30 days’ prior notice, in writing and delivered to the Master Servicer, the NIMS Insurer and the Servicer by registered mail to the address addresses set forth at the beginning in Section 9.03 of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 7.03, 8.01 and 10.03 hereof and 9.01 hereof. Neither the procedures set forth below, provided that, in Master Servicer nor the event Trustee shall have no right to terminate the Owner terminates this Agreement without cause in accordance with subclause Servicer pursuant to clause (iii) above, the Owner shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination datethis Section 8.03. In connection with any such a termination referred by either Seller (with respect to in its related Mortgage Loans) pursuant to clause (ii) or (iii) aboveof this Section 8.02, the Owner will Servicer shall be responsible for reimbursing the Servicer reimbursed by such Seller for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances within 15 Business Days following the date of termination and Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to servicing at the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event time of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with . All invoices received by the transfer of the related files Servicer after termination will be forwarded to the Owner's designeeapplicable Seller or the successor servicer for payment within thirty (30) days of receipt from the Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (Master Servicer or advances by the Servicer for the same)Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, hereunder or (ii) mutual consent of the Servicer and the Owner Master Servicer in writing or (iii) at writing, provided such termination is also acceptable to the sole option Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the OwnerMaster Servicer and the NIMS Insurer, each Seller (with respect to its related Mortgage Loans) may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans, without cause, upon provided, that each Seller (with respect to its related Mortgage Loans) gives the Servicer 30 days written noticedays’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer and the NIMS Insurer by registered mail to the address set forth at the beginning of this Agreementin Section 9.03. The Owner Each Seller (with respect to its related Mortgage Loans) and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and Section 9.01 hereof. In the procedures set forth below, provided that, in case of Mortgage Loans which have been serviced by the event Servicer under the Owner terminates this Bank Servicing Agreement less than six months prior to the date of termination without cause in accordance with subclause (iii) aboveunder this Section 8.02, the Owner shall pay the Servicer a termination fee equal to be paid by each Seller (A) with respect to fixed rate its related Mortgage Loans) from its own funds without reimbursement for a termination of servicing without cause pursuant to this Section 8.02 shall be equal to $15.00 per Mortgage Loan, 2.0% payable no later than five Business Days following the date of such termination. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the aggregate unpaid principal balance funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, Servicing Advances or Monthly Advances, the Seller shall reimburse the Servicer within five (5) days upon receipt of an invoice from the fixed rate Mortgage Loans as Servicer without right of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of reimbursement from the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination dateTrust Fund. In connection with any such termination referred pursuant to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), each Seller (with respect to its related Mortgage Loans) or (iii) above, the Owner successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances within 15 Business Days following the date of termination and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding servicing at the time of such transfer of servicing if, and in addition to the foregoingonly if, funds in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect Collection Account are not sufficient to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all such unreimbursed out-of-pocket Servicing Advances fees and Monthly Advances on advances. Any invoices received by the date of Servicer after termination and other reasonable and necessary out-of-pocket costs associated will be forwarded to each Seller (with any transfer of servicingrespect to its related Mortgage Loans), including, but not limited to, costs associated with which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the transfer of the related files to the Owner's designeeServicer.

Termination Without Cause. This Agreement At any time Company shall have the right to terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer and the Owner in writing or (iii) at the sole option of the Owner, without cause, upon 30 days written notice. Any such notice of termination shall be in writing and delivered to the Servicer by registered mail to the address set forth at the beginning of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner terminates this Agreement and Employee’s employment hereunder by written notice to Employee. Upon any termination without cause in accordance with subclause (iii) aboveCause pursuant to this Section 4.4, the Owner Company shall pay the Servicer a termination fee equal Employee any unpaid amounts of his Total Salary accrued prior to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable shall reimburse Employee for all expenses described in Section 3.1 of this Agreement and necessary out-of-pocket costs associated incurred prior to the date of termination, provided, however, that if Company provided Employee with any transfer less than ninety (90) days prior written notice of servicing. Notwithstanding and the date of such termination without Cause, then in addition to his Total Salary and benefits through the foregoingdate of such termination, Company shall also pay Employee an amount (“Severance Payments”) equal to his Total Salary for the difference between the required ninety (90) days notice and the actual notice given by Company (the “Without Cause Notice Period”), subject to all appropriate withholdings and deductions. If there is a Change in Control of Company at any time during the event Term, however, whether before or after any notice of termination without Cause, then Employee shall be entitled to receive notice of the effective date of termination twelve (12) months prior to such date (“Change in Control Notice Period”) instead of the Without Cause Notice Period of only ninety (90) days. If there is a Change in Control during the Term and Company provides Employee with a notice of termination that is less than the Change in Control Notice Period, then the Severance Payments shall be, subject to all appropriate withholdings and deductions, based on the difference between the Change in Control Notice Period and the actual notice given by Company. Severance Payments shall be paid to Employee in a lump sum upon the termination of Employee’s employment, provided, however, that no Severance Payments shall be paid until Employee has signed a form of release agreement satisfactory to Company, returned it to Company and not revoked it during any applicable statutory revocation period. Employee will forfeit the right to any payment under this Section 4.4 unless such release, which will be provided by Company promptly after Employee’s termination, is signed and not subsequently revoked within ninety (90) days after it has been provided to Employee. Employee shall also receive the Additional Benefits for the entire Without Cause Notice Period or the Change in Control Notice Period, as the case may be (the “Severance Benefits”) Upon making the Severance Payments and providing the Severance Benefits, if any, required by this Section 4.4, Company shall have no further liability hereunder other than any amounts then payable pursuant to any employee benefit plan, life insurance policy or other plan, program or policy then maintained or provided by Company to Employee in accordance with Section 3.2 and under the terms thereof. For purposes of this Agreement, a Change in Control of Company shall be deemed to have occurred if (i) a Mortgage Loan any person, entity or group becomes delinquent for a period the beneficial owner, directly or indirectly, of 90 days 50.1% or more (a "Delinquent Mortgage Loan") of the voting securities of Company or Parent; or (ii) as a Mortgage Loan becomes an REO Propertyresult of, or in connection with, any tender offer, exchange offer, merger, business combination, sale of assets or contested election of directors (a “Transaction”), the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan persons who were directors of Company or Parent immediately before the Transaction no longer constitute a majority of the directors of Company or Parent; or (biii) REO PropertyCompany or Parent is merged or consolidated with another corporation or entity and, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer as a result of the related files merger or consolidation, less than 50.1% of the outstanding voting securities of the surviving corporation or entity is then owned in the aggregate by the former stockholders of Company or Parent; or (iv) Company or Parent transfers all or substantially all of its assets to the Owner's designeeanother company which is not a wholly owned subsidiary of Company or Parent.

Termination Without Cause. This Agreement The Company may terminate the employment of Executive at any time without notice and without Cause (as defined in Section 3.2). In such event, Executive shall, at the Company’s sole discretion, be entitled to the lesser of (i) the total amount of the Executive’s base salary that remains unpaid under this Agreement, which shall terminate uponbe paid monthly or (ii) monthly salary payments for twelve (12) months, based on Executive’s monthly rate of base salary at the date of such termination, provided, however in lieu of the aforementioned monthly payments, the Company may in its sole discretion pay such payments in a lump-sum. Payment by the Company of the foregoing severance amounts shall be contingent upon Executive executing and delivering to the Company a release agreement substantially in the form and substance set forth in Exhibit A hereto and such release becoming effective, and only so long as Executive does not revoke or breach the provisions of the General Release or Sections 4 and 5 herein (provided, that Executive’s breach of such Sections or termination of severance payments shall not relieve Executive of his obligations thereunder). Executive shall also be entitled to: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the Servicer for the same), accrued and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or unused vacation; (ii) mutual consent the immediate vesting of the Servicer any non-vested equity-related instruments granted pursuant to Section 2.6 of this Agreement; and the Owner in writing or (iii) at any bonuses which have accrued prior to the sole option date of Executive’s termination. Furthermore, shares of any of the Owner, without cause, upon Executive’s stock subject to any lockups will be immediately released from such restrictions and registered by the Company within 30 days written noticeof Executive’s termination. Any such notice All of termination shall be in writing Executive’s rights to salary, paid time off, employee benefits, and delivered to the Servicer by registered mail to the address set forth at the beginning of this Agreement. The Owner and the Servicer shall comply with other compensation which would have accrued or become payable after the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth belowof Executive’s employment shall cease upon Executive’s termination, provided thatother than those expressly required under applicable law (such as COBRA). Accrued benefits, in the event the Owner terminates this Agreement without cause if any, will be payable in accordance with subclause (iii) above, the Owner shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% applicable benefit plan provisions of the aggregate unpaid principal balance Company. Upon the termination of Executive’s employment with the fixed rate Mortgage Loans as Company for any reason, Executive shall within one calendar week of such termination date return to the Company all electronic equipment, media, and (B) supplies provided by the Company to the Executive. Furthermore, within one calendar week of Executive’s termination of employment with respect the Company, Executive shall also return to ARM Mortgage Loansthe Company, 2.0% of all Company files used by the aggregate unpaid principal balance of the ARM Mortgage Loans as Executive and shall not retain any copies of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designeefiles.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Securitized Loan to the Owner (Master Servicer or advances by the Servicer for the same)Trust, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Securitized Loan and the remittance of all funds due hereunder, hereunder or (ii) mutual consent of the Servicer and the Owner Master Servicer in writing writing, provided such termination is also acceptable to the applicable Rating Agency or (iii) at Rating Agencies and the sole option Certificate Insurer. In addition, with the prior written consent of the OwnerMaster Servicer and the Certificate Insurer, the Seller or its designee may terminate this Agreement with respect to all of the Securitized Loans, without cause, upon provided, that the Seller or its designee gives the Servicer 30 days written days’ notice. Any such notice of termination shall be in writing and delivered to the Servicer, Certificate Insurer and the Master Servicer by registered mail to the address set forth at the beginning of this Agreementin Section 9.03. The Owner Seller or its designee and the Servicer shall comply with the termination procedures set forth in Sections 10.01 Section 9.01 hereof. All unreimbursed Servicing Fees, Servicing Advances and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay Monthly Advances still owing the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% shall be paid by the Seller or its designee or the successor servicer from its own funds within 5 Business Days of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as date of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% without right of reimbursement from the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination dateTrust. In connection with any such termination referred pursuant to in clause (ii) or (iii) aboveof the first sentence of this Section 8.02(a), all unreimbursed Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust as such amounts are received from the related Securitized Loans. In connection with any termination pursuant to the second sentence of this Section 8.02(a), the Owner Seller or its designee or the successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances within 15 Business Days following the date of termination and Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to servicing at the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event time of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with . Any invoices received by the transfer of the related files Servicer after termination will be forwarded to the Owner's Seller or its designee, and the Seller or its designee or the successor servicer shall pay such invoices within five (5) Business Days upon receipt from the Servicer.

Termination Without Cause. This Agreement shall terminate upon: (i) The Purchaser may terminate, at its sole option, any rights the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due Company may have hereunder, or (ii) mutual consent of the Servicer and the Owner in writing or (iii) at the sole option of the Owner, without cause, upon 30 sixty (60) days written noticenotice or as provided in this Section 11.02. Any such notice of termination shall be in writing and delivered to the Servicer Company by registered mail to the address set forth at the beginning of this Agreementas provided in Section 12.05. The Owner Purchaser and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in Section 12.01 hereof. In the event the Owner Purchaser terminates this Agreement the Company without cause in accordance with subclause (iii) aboverespect to some or all of the Mortgage Loans, the Owner Purchaser shall be required to pay to the Servicer Company a termination fee in an amount equal to the product of (Aa) with respect to fixed rate Mortgage Loans, 2.02.50% of and (b) the aggregate unpaid outstanding principal balance of the fixed rate each such Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicingLoan. Notwithstanding and in addition to the foregoing, the Company shall give the Purchaser prompt written notice in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "“Delinquent Mortgage Loan"”) or (ii) a Mortgage Loan becomes an REO Property. The Purchaser may, the Owner may at its election election, within five (5) days of receipt of such notice, terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice Property without payment of a termination fee therefor. If the Purchaser elects to terminate this Agreement with respect to such Delinquent Mortgage Loan or REO Property after the Servicer. In the event end of such electionelection period, the Owner Purchaser shall reimburse pay the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on Company the date lesser of termination and other reasonable and necessary (i) the Company’s actual out-of-pocket costs associated and expenses incurred with respect to such Delinquent Mortgage Loan or REO Property and (ii) $1,500. In the event of any transfer of servicing, including, but not limited to, costs associated with the transfer termination of the related files Agreement pursuant to this paragraph, the Owner's designeePurchaser shall reimburse the Company for all outstanding Servicing Advances or Servicing Fees.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, Xxxxxx Capital and the Owner Master Servicer in writing or (iii) at the sole option of the OwnerXxxxxx Capital, without cause, upon 30 days written notice. Any such notice of termination shall be in writing and delivered to the Servicer by registered mail to the address set forth at the beginning of this Agreement. The Owner Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner Xxxxxx Capital terminates this Agreement without cause in accordance with subclause (iii) above, the Owner Xxxxxx Capital shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner Xxxxxx Capital will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner Xxxxxx Capital may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner Xxxxxx Capital shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the OwnerXxxxxx Capital's designee.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution The Owner may, at its sole option, terminate with respect to some or all of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by Loans, any rights the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due may have hereunder, or (ii) mutual consent of the Servicer and the Owner in writing or (iii) at the sole option of the Owner, without cause, upon 30 sixty (60) days prior written noticenotice and the payment to the Servicer of the purchase price paid by Servicer for the Servicing Rights with respect to each of the affected Mortgage Loans. It is understood and agreed that the foregoing termination fee, and the “deboarding fee” included within the definition of Servicing Compensation, are intended to cover all of Servicer’s costs and expenses associated with the transfer of the servicing function upon termination pursuant to this Section 10.02(a) for the transfer responsibilities set forth on Exhibit I hereto, including without limitation, the forwarding by Servicer to any successor servicer, by overnight mail for the thirty (30) day period immediately following the transfer and thereafter by respect to the Mortgage Loan or the Mortgaged Property. The termination fee shall not cover the costs of (1) any MERS transfer fee, necessitated by or payable in connection with the transfer of the servicing function, or (2) retrieval and physical delivery of the Mortgage Loan Servicing Files to the successor servicer by a vendor selected by the Owner. Such costs shall be payable by the Owner. Notwithstanding anything contained herein to the contrary, in the event that there are costs and expenses associated with such transfer of the servicing function in addition to those costs and expenses associated with the Servicer responsibilities set forth in Exhibit I and with the Owner responsibilities set forth in this Section 10.02, the parties agree to negotiate in good faith to allocate responsibility for such costs and expenses in a fair and reasonable manner. Upon such termination, any right of the Servicer to the Servicing Compensation with respect to the affected Mortgage Loans shall terminate on the Effective Termination Date (as defined below), except as otherwise provided herein. Any such notice of termination shall be in writing and delivered to the Servicer by registered mail to the address set forth at the beginning Owner as provided in Section 11.07 of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay not adversely select the Servicer a termination fee equal to (A) Mortgage Loans with respect to fixed rate Mortgage Loans, 2.0% which this Agreement is terminated such that the costs and burdens of servicing pursuant to this Agreement are materially increased. Termination pursuant to this Section 10.02(a) shall be effective on the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner will be responsible for reimbursing on which the Servicer for transfers all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following responsibilities, rights, duties and obligations under this Agreement to the successor appointed pursuant to Section 11.01 and sixty (60) days from the date of notice of termination and other reasonable and necessary out-of-pocket costs associated with any transfer (for purposes of servicing. Notwithstanding and in addition to the foregoing, in the event that (ithis Section 10.02(a) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Propertyonly, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee“Effective Termination Date.”).

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Master Servicer (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, each Seller (with respect to its related Mortgage Loans) and the Owner Master Servicer in writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer or (iii) with the prior written consent of the Master Servicer and the NIMS Insurer at the sole option discretion of each Seller (with respect to its related Mortgage Loans and acting in its capacity as owner of the Owner, without cause, upon 30 days written noticeservicing rights relating to such Mortgage Loans). Any such notice of termination pursuant to clause (iii) above shall be with 30 days' prior notice, in writing and delivered to the Trustee, the Master Servicer, the NIMS Insurer and the Servicer by registered mail to the address addresses set forth at the beginning in Section 9.03 of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 7.03, 8.01 and 10.03 hereof and 9.01 hereof. The Master Servicer or the procedures set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner Trustee shall pay have no right to terminate the Servicer a termination fee equal pursuant to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination datethis Section 8.02. In connection with any such a termination referred by either Seller (with respect to in its related Mortgage Loans) pursuant to clause (ii) or (iii) aboveof this Section 8.02, the Owner will Servicer shall be responsible for reimbursing the Servicer reimbursed by such Seller for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances within 15 Business Days following the date of termination and Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to servicing at the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event time of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with . All invoices received by the transfer of the related files Servicer after termination will be forwarded to the Owner's designeeapplicable Seller or the successor servicer for payment within thirty (30) days of receipt from the Servicer.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Owner Master Servicer in writing or (iii) at the sole option of the OwnerSeller, without cause, upon 30 days written notice. Any such notice of termination shall be in writing and delivered to the Servicer by registered mail to the address set forth at the beginning of this Agreement. The Owner Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner Seller terminates this Agreement without cause in accordance with subclause (iii) above, the Owner Seller shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner Seller will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner Seller may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner Seller shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Servicer (or advances by the Servicer Subservicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Subservicer, the Seller, the Servicer and the Owner Master Servicer in writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer or (iii) with respect to some or all of the Mortgage Loans, at the sole option of the OwnerSeller, without cause, upon 30 days written notice. Any such notice of termination shall be in writing and delivered to the Servicer Trustee, the Servicer, the Master Servicer, the NIMS Insurer and the Subservicer by registered mail to the address set forth at the beginning in Section 9.04 of this Agreement. The Owner and the Servicer Subservicer shall comply with the termination procedures set forth in Sections 10.01 8.01, 8.02 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer9.01 hereof. In the event the Seller terminates the Subservicer without cause pursuant to subsection (iii) above with respect to some or all of such electionthe Mortgage Loans, the Owner Seller shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files be required to pay to the Owner's designeeSubservicer the applicable Termination Fee and the applicable Deboarding Fee with respect to the affected Mortgage Loans; provided, that, no Termination Fee may be paid or payable with respect to certain Mortgage Loans as agreed to between the Seller and the Subservicer from time to time.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Master Servicer (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Owner Master Servicer in writing provided such termination is also acceptable to the Rating Agencies or (iii) with respect to some or all of the Mortgage Loans, at the sole option of the OwnerSeller, without cause, upon 30 days written notice, subject to the limitations set forth below. Any such notice of termination shall be in writing and delivered to the Master Servicer and the Servicer by registered mail to the address set forth at the beginning in Section 9.04 of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 8.01, 8.02 and 10.03 hereof and 9.01 hereof. The Master Servicer or the procedures set forth below, provided that, in Indenture Trustee shall have no right to terminate the Servicer pursuant to Section 8.02. In the event the Owner Seller terminates this Agreement the Servicer without cause with respect to some or all of the Mortgage Loans in accordance with subclause Section 8.02(iii), (iiix) above, the Owner Seller shall be required to pay to the Servicer a termination fee Termination Fee in an amount equal to (A) the product of the Termination Fee Rate and the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination; provided, that no Termination Fee shall be paid or payable with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate any terminated Distressed Mortgage Loans as of such termination date Loan and (By) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) Master Servicer or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner successor servicer shall reimburse the Servicer for all accrued and unpaid Servicing Fees and unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with upon the transfer of the related files servicing to the Owner's designeesuch successor servicer.

Termination Without Cause. This At any time Company shall have the right to terminate this Agreement and Employee’s employment hereunder by written notice to Employee. Upon any termination without Cause pursuant to this Section 4.4, Company shall terminate upon: (i) the later of (a) the distribution pay Employee any unpaid amounts of the final payment or liquidation proceeds on the last Mortgage Loan his Total Salary accrued prior to the Owner (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer and the Owner in writing or (iii) at the sole option of the Owner, without cause, upon 30 days written notice. Any such notice of termination shall be in writing and delivered to the Servicer by registered mail to the address set forth at the beginning of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable (b) reimburse Employee for all expenses described in Section 3.1 of this Agreement and necessary out-of-pocket costs associated incurred prior to the date of termination, provided, however, that if Company provided Employee with any transfer less than ninety (90) days prior written notice of servicing. Notwithstanding and the date of such termination without Cause, then in addition to his Total Salary and benefits through the foregoingdate of such termination, Company shall also pay Employee an amount (“Severance Payments”) equal to his Total Salary for the difference between the required ninety (90) days notice and the actual notice given by Company (the “Without Cause Notice Period”), subject to all appropriate withholdings and deductions. If there is a Change in Control of Company at any time during the event Term, however, whether before or after any notice of termination without Cause, then Employee shall be entitled to receive notice of the effective date of termination twelve (12) months prior to such date (“Change in Control Notice Period”) instead of the Without Cause Notice Period of only ninety (90) days. If there is a Change in Control during the Term and Company provides Employee with a notice of termination that is less than the Change in Control Notice Period, then the Severance Payments shall be, subject to all appropriate withholdings and deductions, based on the difference between the Change in Control Notice Period and the actual notice given by Company. Severance Payments shall be paid to Employee in a lump sum upon the termination of Employee’s employment, provided, however, that no Severance Payments shall be paid until Employee has signed and delivered a release agreement satisfactory to Company and not revoked it during any applicable statutory revocation period. Employee will forfeit the right to any Severance Payments under this Section 4.4 unless such release is signed and not subsequently revoked within ninety (90) days after it is provided to Employee by Company. Employee shall receive the Additional Benefits for the period of time during so long as Severance Payments are being made to Employee (the “Severance Benefits”). Upon making the Severance Payments and providing the Severance Benefits, if any, required by this Section 4.4, Company shall have no further liability to Employee other than any amounts duly payable pursuant to any 401K plan, employee benefit plan, life insurance policy or other plan, program or policy then maintained or provided by Company to Employee pursuant to the terms thereof. For purposes of this Agreement, a Change in Control of Company shall be deemed to have occurred if (i) a Mortgage Loan any person, entity or group becomes delinquent for a period the beneficial owner, directly or indirectly, of 90 days 50.1% or more (a "Delinquent Mortgage Loan") of the voting securities of Company or Parent; or (ii) as a Mortgage Loan becomes an REO Propertyresult of, or in connection with, any tender offer, exchange offer, merger, business combination, sale of assets or contested election of directors (a “Transaction”), the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan persons who were directors of Company or Parent immediately before the Transaction no longer constitute a majority of the directors of Company or Parent; or (biii) REO PropertyCompany or Parent is merged or consolidated with another corporation or entity and, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer as a result of the related files merger or consolidation, less than 50.1% of the outstanding voting securities of the surviving corporation or entity is then owned in the aggregate by the former stockholders of Company or Parent; or (iv) Company or Parent transfers all or substantially all of its assets to the Owner's designeeanother company which is not a wholly owned subsidiary of Company or Parent.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Master Servicer (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, each Seller (with respect to its related Mortgage Loans) and the Owner Master Servicer in writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer or (iii) with respect to some or all of the Mortgage Loans, at the sole option of the Ownereach Seller (with respect to its related Mortgage Loans), without cause, upon 30 days written notice, subject to the limitations set forth below. Any such notice of termination shall be in writing and delivered to the Master Servicer, the NIMS Insurer and the Servicer by registered mail to the address set forth at the beginning in Section 9.04 of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 8.01, 8.02 and 10.03 hereof and 9.01 hereof. Neither the procedures set forth below, provided that, in Master Servicer nor the Trustee shall have any right to terminate the Servicer pursuant to Section 8.02. In the event either Seller terminates the Owner terminates this Agreement Servicer without cause with respect to some or all of the Mortgage Loans in accordance with subclause Section 8.02(iii), (iiix) above, the Owner such Seller shall be required to pay to the Servicer a termination fee Termination Fee in an amount equal to (A) the product of the Termination Fee Rate and the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination; provided, that no Termination Fee shall be paid or payable with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate any terminated Distressed Mortgage Loans as of such termination date Loan and (By) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) Master Servicer or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner successor servicer shall reimburse the Servicer for all accrued and unpaid Servicing Fees and unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with upon the transfer of the related files servicing to the Owner's designeesuch successor servicer.

Termination Without Cause. This Agreement and the Seller’s rights hereunder with respect to some or all of the Mortgage Loans shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Purchaser (or advances by the Servicer Seller for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Seller and the Owner Purchaser in writing or (iii) at the sole option of the OwnerPurchaser, without cause, upon 30 days written notice, subject to the limitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer Seller by registered mail to the address set forth at the beginning of this Agreement. The Owner Purchaser and the Servicer Seller shall comply with the termination procedures set forth in Sections 10.01 28(a) and 10.03 hereof and the procedures set forth below, provided that, in 21 hereof. In the event the Owner Purchaser terminates this Agreement the Seller without cause in accordance with subclause (iii) aboverespect to some or all of the Mortgage Loans, the Owner Purchaser shall be required to pay to the Servicer Seller a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.01.125% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date (or such other amount as may be set forth in the related Purchase Price and (B) Terms Letter); provided, that no termination fee shall be paid or payable with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of any Distressed Mortgage Loan. Subject to the ARM requirements set forth in this paragraph, the Seller may terminate this Agreement with respect to the servicing of those Mortgage Loans that are determined to be Distressed Mortgage Loans as of the fifteenth calendar day preceding the Transfer Date (or if such termination date. In connection with any such termination referred to in clause (ii) or (iii) aboveday is not a Business Day, the Owner will immediately preceding Business Day) and servicing of such Mortgage Loans shall be transferred to the Special Servicer. The Seller shall be responsible for reimbursing the Servicer for delivery of all unreimbursed out-of-pocket Servicing Advances within 15 required transfer notices and will send a copy of the transfer notice to the Master Servicer. Not later than the Business Days Day immediately following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition Transfer Date, the Seller shall deliver to the foregoingSpecial Servicer, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent the Distressed Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice Loans that were transferred to the Special Servicer on such Transfer Date, all related Servicing Files and a loan level tape or other electronic media containing loan set-up information in form reasonably acceptable to the Special Servicer. In the event of such election, the Owner No termination fee shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated be payable to Seller with any respect to Mortgage Loans that transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designeea Special Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Master Servicer (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, each Seller (with respect to its related Mortgage Loans) and the Owner Master Servicer in writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer or (iii) with the prior written consent of the Master Servicer and the NIMS Insurer at the sole option discretion of each Seller (with respect to its related Mortgage Loans and acting in its capacity as owner of the Owner, without cause, upon 30 days written noticeservicing rights relating to such Mortgage Loans). Any such notice of termination pursuant to clause (iii) above shall be with 30 days’ prior notice, in writing and delivered to the Trustee, the Master Servicer, the NIMS Insurer and the Servicer by registered mail to the address addresses set forth at the beginning in Section 9.03 of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 7.03, 8.01 and 10.03 hereof and 9.01 hereof. The Master Servicer or the procedures set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner Trustee shall pay have no right to terminate the Servicer a termination fee equal pursuant to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination datethis Section 8.02. In connection with any such a termination referred by either Seller (with respect to in its related Mortgage Loans) pursuant to clause (ii) or (iii) aboveof this Section 8.02, the Owner will Servicer shall be responsible for reimbursing the Servicer reimbursed by such Seller for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances within 15 Business Days following the date of termination and Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to servicing at the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event time of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with . All invoices received by the transfer of the related files Servicer after termination will be forwarded to the Owner's designeeapplicable Seller or the successor servicer for payment within thirty (30) days of receipt from the Servicer.

Termination Without Cause. This Aventis may terminate this Agreement with respect to the entire Territory for all VEGF Products on twelve (12) months’ prior written notice to Regeneron. Except as otherwise provided below in this Section 19.2, the Agreement shall continue in full force and effect through the notice period set forth above (the “Termination Notice Period”). Upon expiration of the Termination Notice Period, or earlier to the extent provided below in this Section 19.2, all licenses and rights granted to Aventis hereunder shall automatically terminate upon: and revert to Regeneron (except to the extent required by Aventis to fulfill its obligations pursuant to Part A of Schedule 8, and upon the earlier of such fulfillment or written notice from Regeneron that it will not require such fulfillment, such licenses and rights, to the extent not previously terminated, shall automatically terminate and revert to Regeneron), and the provisions of Part A of Schedule 8 shall apply. During the Termination Notice Period, to the extent set forth or requested in one or more written notices from Regeneron to Aventis hereunder (i) such licenses and rights granted to Aventis shall automatically terminate as of a date specified in such notice(s) (but not later than the later of (aTermination Notice Period) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual Aventis will promptly take the actions required by Part A of Schedule 8 and Regeneron will reasonably cooperate with Company (for avoidance of doubt, such cooperation shall not require Regeneron to pay any amounts or incur any liabilities or obligations not otherwise required hereunder to be paid or incurred by Regeneron) to facilitate Regeneron’s (or its nominee’s) expeditious assumption during the Termination Notice Period, with as little disruption as reasonably possible, of the continued Development and/or Commercialization of such VEGF Product(s). In addition, during the Termination Notice Period (i) Company shall have no obligation to pay to Regeneron any of the milestone payments listed on Schedule 2 for any Milestone events that occur during the Termination Notice Period, except for the $25,000,000 Milestone payment designated on Schedule 2 as milestone Number “1” if such Milestone event occurs during such period and (ii) Regeneron shall not without the prior written consent of the Servicer and the Owner in writing applicable Committee or (iii) at the sole option of the OwnerSub-Committee propose or implement any amendment or change to any Co-Development Plan, without causeCo-Development Budget, upon 30 days written notice. Any such notice of termination shall be in writing and delivered to the Servicer by registered mail to the address set forth at the beginning of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth belowCountry Co-Commercialization Plan, provided thatCountry Co-Commercialization Budget, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) Global Co-Commercialization Plan or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed outGlobal Co-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designeeCommercialization Budget.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Master Servicer (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Owner Master Servicer in writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer or (iii) with respect to some or all of the Mortgage Loans, at the sole option of the OwnerSeller, without cause, upon 30 days sixty (60) days’ written notice, subject to the limitations set forth below. Any such notice of termination shall be in writing and delivered to the Trustee, the Master Servicer, the NIMS Insurer and the Servicer by registered mail to the address set forth at the beginning in Section 9.04 of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 8.01, 8.02 and 10.03 hereof and the procedures set forth below, provided that, in 9.01 hereof. In the event the Owner Seller terminates this Agreement the Servicer without cause in accordance with subclause respect to some or all of the Mortgage Loans (iii) aboveother than Distressed Mortgage Loans), the Owner Seller shall be required to pay to the Servicer a termination fee Termination Fee in an amount equal to the sum of (Ai) with respect to fixed rate Mortgage Loansthe product of (x) the Termination Fee Percentage, 2.0% of (y) the aggregate unpaid applicable Termination Rate and (z) the outstanding principal balance of the fixed rate terminated Mortgage Loans as of such termination the date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause and (ii) or (iii) above, the Owner will be responsible $15.00 for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a each Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Propertyso terminated. All unreimbursed Servicing Fees, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files owing to the Owner's designeeServicer relating to such terminated Mortgage Loans (other than Distressed Mortgage Loans) shall be reimbursed and paid to the Servicer at the time of such termination by the Seller. In the event the Seller terminates the Servicer without cause with respect to any Distressed Mortgage Loan, the Seller shall be required to pay to the Servicer a Termination Fee in an amount equal to $15.00 for each Distressed Mortgage Loan so terminated.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Master Servicer (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, each Seller (with respect to its related Mortgage Loans) and the Owner Master Servicer in writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer or (iii) with respect to some or all of the Mortgage Loans, at the sole option of the Ownereach Seller (with respect to its related Mortgage Loans), without cause, upon 30 days written notice, subject to the limitations set forth below. Any such notice of termination shall be in writing and delivered to the Master Servicer, the NIMS Insurer and the Servicer by registered mail to the address set forth at the beginning in Section 9.04 of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 8.01, 8.02 and 10.03 hereof and 9.01 hereof. The Master Servicer or the procedures set forth below, provided that, in Trustee shall have no right to terminate the Servicer pursuant to Section 8.02. In the event either Seller terminates the Owner terminates this Agreement Servicer without cause with respect to some or all of the Mortgage Loans in accordance with subclause Section 8.02(iii), (iiix) above, the Owner such Seller shall be required to pay to the Servicer a termination fee Termination Fee in an amount equal to (A) the product of the Termination Fee Rate and the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination; provided, that no Termination Fee shall be paid or payable with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate any terminated Distressed Mortgage Loans as of such termination date Loan and (By) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) Master Servicer or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner successor servicer shall reimburse the Servicer for all accrued and unpaid Servicing Fees and unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with upon the transfer of the related files servicing to the Owner's designeesuch successor servicer.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution Anything contained in each of the final payment Employment Agreements with Xxxx X. Xxxxxx and Xxxxxx Xxxxxx or liquidation proceeds on in the last Mortgage Loan GNP Agreement to the Owner contrary notwithstanding, the Company may at any time terminate such Founder's employment with the Company under such Founder's Employment Agreement without cause by giving such Founder reasonable prior written notice thereof (or advances by but not less than 30 days prior to the Servicer for effective date of such termination, subject however to such requirements and safeguards regarding the sameFounder's continued employment with the Company during such notice period as the Company may determine), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer and the Owner in writing or (iii) which termination shall take effect at the sole option of the Owner, without cause, upon 30 days written notice. Any time specified in such notice of termination (which shall not in any event be in writing and delivered prior to the Servicer by registered mail date on which such notice is given to the address set forth at the beginning of such Founder). A termination pursuant to this Section 4 is called a "Termination Without Cause" in this Agreement. The Owner In the ------------------------- event of such Founder's Termination Without Cause, neither such Founder nor his beneficiaries or estate shall have any rights or claims against the Company except: to receive all accrued and unpaid Salary earned by such Founder pursuant to Section 3 of this Agreement through the Servicer shall comply effective date of such termination; to receive all accrued and unpaid benefits to which the Founder is entitled pursuant to Section 4.2 of such Founder's Employment Agreement through the effective date of such termination and to receive, during any "COBRA" continuation period mandated by law during which the terminated Founder (x) is not eligible for coverage under another group health insurance plan and (y) continues coverage during such continuation period under the Company's group health insurance plan, an amount equal to the premium payments that the Company would have otherwise paid under such group health insurance plan to cover such Founder had such Founder not been terminated; to receive reimbursement for all amounts to which such Founder is entitled under Sections 2.6 and 2.7 of the Employment Agreement; and subject to the continued compliance by such Founder with the provisions of Sections 11, 12, and 13 of such Founder's Employment Agreement, to continue to receive the salary in effect pursuant to Section 3 hereof on the effective date of such termination procedures set forth for a period of two years commencing on the effective date of such termination and continuing until (but excluding) the second anniversary thereof, paid to such Founder in such installments as is the Company's practice from time to time during such period with respect to the payment of salaries and wages to its executive officers generally, but in any event not less than often than monthly; provided, however, that, subject to the continued compliance by -------- ------- such Founder with the provisions of Sections 10.01 11, 12, and 10.03 hereof and the procedures set forth below, provided that13 of such Founder's Employment Agreement, in the event such Founder shall be employed full-time by another person or entity during such two-year period, such Founder shall have the Owner terminates this Agreement without cause in accordance with subclause (iii) above, option of receiving the Owner shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% unpaid balance of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of amount to which he is entitled hereunder in a single lump sum, which shall be due and payable to such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances Founder within 15 Business Days following days after the date Company's receipt of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect written certification from such Founder as to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designeeemployment.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution The Owner may, at its sole option, terminate with respect to some or all of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by Loans, any rights the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due may have hereunder, or (ii) mutual consent of the Servicer and the Owner in writing or (iii) at the sole option of the Owner, without cause, upon 30 sixty (60) days prior written noticenotice and the payment to the Servicer of the purchase price paid by Servicer for the Servicing Rights with respect to each of the affected Mortgage Loans. It is understood and agreed that the foregoing termination fee, and the “deboarding fee” included within the definition of Servicing Compensation, are intended to cover all of Servicer’s costs and expenses associated with the transfer of the servicing function upon termination pursuant to this Section 10.02(a) for the transfer responsibilities set forth on Exhibit I hereto, including without limitation, the forwarding by Servicer to any successor servicer, by overnight mail for the thirty (30) day period immediately following the transfer and thereafter by respect to the Mortgage Loan or the Mortgaged Property. The termination fee shall not cover the costs of (1) any MERS transfer fee, necessitated by or payable in connection with the transfer of the servicing function, or (2) retrieval and physical delivery of the Mortgage Loan Servicing Files to the successor servicer by a vendor selected by the Owner. Such costs shall be payable by the Owner. Notwithstanding 37 anything contained herein to the contrary, in the event that there are costs and expenses associated with such transfer of the servicing function in addition to those costs and expenses associated with the Servicer responsibilities set forth in Exhibit I and with the Owner responsibilities set forth in this Section 10.02, the parties agree to negotiate in good faith to allocate responsibility for such costs and expenses in a fair and reasonable manner. Upon such termination, any right of the Servicer to the Servicing Compensation with respect to the affected Mortgage Loans shall terminate on the Effective Termination Date (as defined below), except as otherwise provided herein. Any such notice of termination shall be in writing and delivered to the Servicer by registered mail to the address set forth at the beginning Owner as provided in Section 11.07 of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay not adversely select the Servicer a termination fee equal to (A) Mortgage Loans with respect to fixed rate Mortgage Loans, 2.0% which this Agreement is terminated such that the costs and burdens of servicing pursuant to this Agreement are materially increased. Termination pursuant to this Section 10.02(a) shall be effective on the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner will be responsible for reimbursing on which the Servicer for transfers all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following responsibilities, rights, duties and obligations under this Agreement to the successor appointed pursuant to Section 11.01 and sixty (60) days from the date of notice of termination and other reasonable and necessary out-of-pocket costs associated with any transfer (for purposes of servicing. Notwithstanding and in addition to the foregoing, in the event that (ithis Section 10.02(a) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Propertyonly, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee“Effective Termination Date.”).

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (Master Servicer or advances by the Servicer for the same)Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, hereunder or (ii) mutual consent of the Servicer and the Owner Master Servicer in writing writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer or (iii) with respect to some or all of the Mortgage Loans, at the sole option of the OwnerSeller, without cause, upon 30 days days’ written noticenotice to the Servicer, subject to payment by the Seller of the Termination Fee as set forth in Exhibit E hereto or other fees as mutually agreed upon by the parties and to the other limitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth at the beginning of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination dateSection 9.03. In connection with any such termination referred pursuant to in clause (i) of the first sentence of Section 8.02(a), all unreimbursed Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the Master Servicer. In connection with any termination pursuant to clauses (ii) or (iii) aboveof the first sentence of this Section 8.02(a), all unreimbursed Servicing Fees, Servicing Advances, Monthly Advances and Applicable Termination Fees still owing the Owner will Servicer shall be responsible for reimbursing paid at the time of such termination by the Trust Fund by deducting from final remittance of the funds to successor servicer (on first three items) and by the Seller (on Termination Fee). Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoingFees, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In the event that Seller terminates the Servicer without cause with respect to some or all of the Mortgage Loans in accordance with Section 8.02(a)(iii), the Seller shall be required to pay to the Servicer a Termination Fee in the amount set forth at Exhibit E hereto as of the date of termination and other reasonable and necessary out-of-pocket costs associated such termination; provided, that no Termination Fee shall be paid or payable with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files respect to the Owner's designeeunpaid principal balance of any terminated Distressed Mortgage Loan.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Owner Master Servicer in writing or (iii) at the sole option of the Ownerthe Seller, without cause, upon 30 days written notice. Any such notice of termination shall be in writing and delivered to the Servicer by registered mail to the address set forth at the beginning of this Agreement. The Owner Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner Seller terminates this Agreement without cause in accordance with subclause (iii) above, the Owner Seller shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner Seller will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner Seller may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner Seller shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the At any time during this Agreement, Owner/Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer and the Owner in writing or (iii) at the sole option of the Ownermay, without cause, upon 30 and on ninety (90) days prior written notice. Any such notice of termination shall be in writing and delivered to the Servicer by registered mail Subservicer, terminate this Agreement as to the address set forth at the beginning of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth belowany or all Mortgage Loans then being subserviced, provided that, however in the event Subservicer receives less than ninety (90) days notice with respect to a termination of three hundred (300) or more Mortgage Loans, Subservicer shall be entitled to a subservicing fee through the Owner terminates month ending ninety (90) days from the date of Subservicer’s receipt of the notice of termination. Upon expiration or termination of this Agreement by Owner/Servicer without cause as to any or all Mortgage Loans, Owner/Servicer shall pay Subservicer an Exit Fee in accordance with subclause (iii) above, the Owner shall pay the Servicer a termination fee equal to (A) with schedule contained in Exhibit II and. With respect to fixed rate any given termination, Subservicer will cooperate with Owner/Servicer, but shall be under no obligation to meet a transfer schedule requested by Owner/Servicer, where Subservicer has received less than ninety (90) days notice of termination. The term for determining the Exit Fee applicable to each such Mortgage Loans, 2.0% Loan begins on the first of the aggregate unpaid principal balance month of the fixed rate Transfer Date for that Mortgage Loan. In the case of an Interim Serviced Mortgage Loan upon receipt of three (3) Business Days prior notice from Owner/Servicer via the agreed upon automated method, Subservicer shall undertake all steps necessary to transfer the servicing of an Interim Serviced Mortgage Loan to any successor servicer designated by Owner/Servicer, except that Subservicer shall not prepare any assignment of Mortgage necessary to effect transfer of ownership of any Interim Serviced Mortgage Loan that is serviced-released pursuant to this Section. At any time during the term(s) hereof, Subservicer may, without cause, by one hundred eighty (180) days prior written notice to Owner/Servicer, terminate this Agreement as to any or all Mortgage Loans as then being subserviced, without the need for the payment of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicingExit Fees by Owner/Servicer. Notwithstanding and in addition anything to the foregoingcontrary elsewhere in this Agreement, in the event that (i) an Exit Fee shall not be payable upon a payoff of a Mortgage Loan becomes delinquent for by a period Mortgagor, or removal of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Propertyfrom Subservicer’s subservicing system upon assignment to HUD or private mortgage insurer, the Owner may at its election terminate this Agreement (a) with respect completion of a foreclosure action or other acquisition of title to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designeea REO.

Termination Without Cause. This Agreement shall During the Term, the Company may terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer and the Owner in writing or (iii) at the sole option of the Owner, without cause, upon 30 days written notice. Any such notice of termination shall be in writing and delivered to the Servicer by registered mail to the address set forth at the beginning of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner terminates Employee’s employment under this Agreement without cause in accordance with subclause for any reason at any time upon six (iii6) above, the Owner shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' months’ written notice to the ServicerEmployee. In During the event notice period, Employee will not be required to perform his duties, but shall continue to receive salary in the amount and manner provided in Section 3(a) hereof. Other than as set forth above, Employee shall not be entitled to any other compensation or benefits from the Company during the notice period, except Employee shall have continued health care benefits until the end of the notice period. All Options that are unvested at the time of such electiontermination shall fully vest upon written notice of such termination. Except as provided in this Section 4(d), the Owner all other compensation and benefits shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on cease as of the date written notice of termination is mailed or otherwise delivered to Employee. It is the intention of Employee and of the Company that no payments by the Company to or for the benefit of Employee under this Agreement or any other agreement or plan, if any, pursuant to which Employee is entitled to receive payments or benefits shall be nondeductible to the Company by reason of the operation of Section 280G of the Code relating to parachute payments or any like statutory or regulatory provision. Accordingly, and notwithstanding any other provision of this Agreement or any such agreement or plan, if by reason of the operation of said Section 280G or any like statutory or regulatory provision, any such payments exceed the amount which can be deducted by the Company, such payments shall be reduced to the maximum amount which can be deducted by the Company. The Company shall make all reasonable and necessary out-of-pocket costs associated with any transfer of servicingefforts to avoid rendering such payments or benefits nondeductible, including, but not limited towithout limitation, costs associated with the transfer securing approval of the related files payments or benefits from the appropriate stockholders of the Company as required by Section 280G of the Code; provided that the necessity of seeking the foregoing stockholder approval is subject to a determination by the Board of Directors of the Company, after consulting with its accountants and other advisors, that there will be no adverse affect on the Company. To the extent that payments exceeding such maximum deductible amount have been made to or for the benefit of Employee, such excess payments shall be refunded to the Owner's designeeCompany with interest thereon at the applicable Federal rate determined under Section 1274(d) of the Code, compounded annually, or at such other rate as may be required in order that no such payments shall be nondeductible to the Company by reason of the operation of said Section 280G or any like statutory or regulatory provision. To the extent that there is more than one method of reducing the payments to bring them within the limitations of said Sections 280G or any like statutory or regulatory provision, Employee shall determine which method shall be followed; provided that if Employee fails to make such determination within forty-five (45) days after the Company has given notice of the need for such reduction, the Company may determine the method of such reduction in its sole discretion.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (Master Servicer or advances by the Servicer for the same)Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, hereunder or (ii) mutual consent of the Servicer and the Owner Master Servicer in writing or (iii) at writing, provided such termination is also acceptable to the sole option Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the OwnerMaster Servicer and the NIMS Insurer, each Seller (with respect to its related Mortgage Loans) may terminate this Agreement with respect to all of the Mortgage Loans, without cause, upon provided, that each Seller (with respect to its related Mortgage Loans) gives the Servicer 30 days written days' notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer and the NIMS Insurer by registered mail to the address set forth at the beginning of this Agreementin Section 9.03. The Owner Each Seller (with respect to its related Mortgage Loans) and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and Section 9.01 hereof. In the procedures set forth below, provided that, in case of Mortgage Loans which have been serviced by the event Servicer under the Owner terminates this Agreement Bank Servicing Agreements less than six months prior to the date of termination without cause in accordance with subclause (iii) aboveunder this Section 8.02, the Owner shall pay the Servicer a termination fee equal to be paid by each Seller (A) with respect to fixed rate its related Mortgage Loans) from its own funds without reimbursement for a termination of servicing without cause pursuant to this Section 8.02 shall be equal to $15.00 per Mortgage Loan, 2.0% payable no later than five Business Days following the date of such termination. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by each Seller (with respect to its related Mortgage Loans) or successor servicer from its own funds within five Business Days of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as date of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% without right of reimbursement from the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination dateTrust Fund. In connection with any such termination referred pursuant to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination pursuant to the second sentence of this Section 8.02(a), each Seller (with respect to its related Mortgage Loans) or (iii) above, the Owner successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances within 15 Business Days following the date of termination and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing. Notwithstanding and in addition Any invoices received by the Servicer after termination will be forwarded to the foregoing, in the event that each Seller (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to its related Mortgage Loans), which such Delinquent Mortgage Loan Seller or successor servicer shall pay within five (b5) REO Property, in each case, Business Days upon 15 days' written notice to receipt from the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Master Servicer (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Owner Master Servicer in writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer or (iii) with respect to some or all of the Mortgage Loans, at the sole option of the OwnerSeller, without cause, upon 30 days sixty (60) days’ written notice, subject to the limitations set forth below. Any such notice of termination shall be in writing and delivered to the Trustee, the Master Servicer, the NIMS Insurer and the Servicer by registered mail to the address set forth at the beginning in Section 9.04 of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 8.01, 8.02 and 10.03 hereof and the procedures set forth below, provided that, in 9.01 hereof. In the event the Owner Seller terminates this Agreement the Servicer without cause in accordance with subclause respect to some or all of the Mortgage Loans (iii) aboveother than Distressed Mortgage Loans), the Owner Seller shall be required to pay to the Servicer a termination fee Termination Fee in an amount equal to the sum of (Ai) with respect to fixed rate Mortgage Loansthe product of (x) the Termination Fee Percentage, 2.0% of (y) the aggregate unpaid applicable Termination Rate and (z) the outstanding principal balance of the fixed rate terminated Mortgage Loans as of such termination the date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause and (ii) or (iii) above, the Owner will be responsible $15.00 for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a each Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Propertyso terminated. All unreimbursed Chase Servicing Fees, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files owing to the Owner's designee.Servicer relating to such terminated Mortgage Loans (other than Distressed Mortgage Loans) shall be reimbursed and paid to the Servicer at the time of such termination by the Seller. In the event the Seller terminates the Servicer without cause with respect to any Distressed Mortgage Loan, the Seller shall be required to pay to the Servicer a Termination Fee in an amount equal to $15.00 for each Distressed Mortgage Loan so terminated. 57

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer and the Owner in writing or (iii) at the sole option of upon sixty days notice from the Owner, without cause, upon 30 days written notice. Any such notice of termination shall be in writing and delivered to the Servicer by registered mail to the address set forth at the beginning of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 9.01, 9.02 and 10.01 and 10.03 hereof and the procedures set forth below, provided that, in hereof. In the event the Owner terminates this Agreement without cause in accordance with subclause (iiithat Servicer is terminated as servicer pursuant Subsection 9.02(b)(iii) above, the Owner shall pay the Servicer a termination fee to the Servicing Rights Owner equal to six (A6) with respect to fixed rate Mortgage Loans, 2.0% times the applicable Servicing Fee Rate of the aggregate unpaid principal balance of the fixed rate Mortgage Loans then being serviced pursuant to this Agreement. Notwithstanding and in addition to the foregoing, the Servicing Rights Owner shall have the right to terminate the Servicer's rights and obligations as servicer under this Agreement on sixty days notice and upon appointment of such termination date and (B) with a successor servicer reasonably acceptable to the Owner. With respect to ARM Mortgage Loans, 2.0% of a termination pursuant to the aggregate unpaid principal balance of previous sentence the ARM Mortgage Loans as of such Servicer shall not be entitled to a termination datefee. In connection with With respect to any such termination referred pursuant to in clause (ii) or (iii) abovethis Section 9.02, the Owner will be responsible for reimbursing shall reimburse the Servicer on the related transfer date for all previously unreimbursed out-of-pocket Servicing Fees, Servicing Advances within 15 Business Days following the date of termination and Monthly Advances made by Servicer under this Agreement and other reasonable expenses of the Servicer, including those fees, advances and necessary out-of-pocket costs associated with any expenses incurred by the Servicer but not yet billed as of the related transfer of servicingdate. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a is repurchased by the original owner, such Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect shall cease to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice be subject to the Servicer. In the event terms and conditions of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designeethis Agreement.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, the Bank and the Owner Master Servicer in writing or (iii) at the sole option of the OwnerBank, without cause, upon 30 days written notice. Any such notice of termination shall be in writing and delivered to the Servicer by registered mail to the address set forth at the beginning of this Agreement. The Owner Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and Section 10.03 hereof and the procedures set forth below, provided that, in the event the Owner Bank terminates this Agreement without cause in accordance with subclause (iii) above, the Owner Bank shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner Bank will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner Bank may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner Bank shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee.

Termination Without Cause. This Agreement shall In addition to any other rights of Par 4 Plastics, Inc. to terminate upon: (i) the later this Purchase Order or contract, Par 4 Plastics, Inc. may at any time immediately terminate all or any part of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the Servicer this Purchase Order, for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer and the Owner in writing or (iii) at the sole option of the Owner, without causeany reason, upon 30 days written notice. Any such notice of termination shall be in writing and delivered to the Servicer by registered mail to the address set forth at the beginning of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the ServicerSeller. In such case, Par 4 Plastics, Inc. shall pay Seller all amounts due hereunder for delivered and accepted goods and services, and shall pay Seller an amount equal to the actual cost of raw materials and work-in-process applicable to the terminated portion of this Purchase Order, provided that Seller shall submit to Par 4 Plastics, Inc. within thirty (30) days after the termination notice a written claim in such form and with supporting documents as specified by Par 4 Plastics, Inc.. Except as set forth in this section, Par 4 Plastics, Inc. shall not otherwise be liable to Seller or any subcontractor of Seller, and in no event shall Par 4 Plastics, Inc. be liable for loss of anticipated profit, unabsorbed overhead, product development and engineering cost, un-recovered depreciation costs, or general or administrative expense related to such termination. Par 4 Plastics, Inc. reserves the right to verify Xxxxxx’s claims hereunder. IN NO EVENT, UNDER THIS OR ANY OTHER SECTION OF THIS PURCHASE ORDER, OR IN CONNECTION WITH ANY TRANSACTION BETWEEN PAR 4 PLASTICS, INC. AND SELLER, OR INVOLVING THE GOODS OR SERVICES COVERED BY THIS PURCHASE ORDER, SHALL PAR 4 PLASTICS, INC. BE LIABLE TO SELLER (OR TO ANYONE ASSERTING A CLAIM ON SELLER’S BEHALF) FOR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY NATURE, INCLUDING WITOUT LIMITAION LOST PROFITS. INSOLVENCY Par 4 Plastics, Inc. may immediately cancel this order or contract with no liability to Seller in the event of insolvency of Seller; filing of a voluntary or involuntary petition in bankruptcy concerning Seller; appointment of a receiver or trustee for Seller; the making of an assignment for the benefit of creditors of Seller; or a comparable event. EMERGENCY ORDER Par 4 Plastics, Inc. may from time-to-time place emergency orders in addition to regular orders placed under this Agreement or may request that Seller deliver goods sooner than the original time Par 4 Plastics, Inc. specified by Seller agrees to exert its best efforts to comply with such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designeeemergency orders or revised timetable.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Master Servicer (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Owner Master Servicer in writing writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer or (iii) with respect to some or all of the Mortgage Loans, at the sole option of the OwnerSeller, without cause, upon 30 days written notice, subject to the limitations set forth below. Any such notice of termination shall be in writing and delivered to the Trustee, the Master Servicer, the NIMS Insurer and the Servicer by registered mail to the address set forth at the beginning in Section 9.04 of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 8.01, 8.02 and 10.03 hereof and 9.01 hereof. The Master Servicer or the procedures set forth below, provided that, in Trustee shall have no right to terminate the Servicer pursuant to Section 8.02. In the event the Owner Seller terminates this Agreement the Servicer without cause with respect to some or all of the Mortgage Loans in accordance with subclause Section 8.02(iii), (iiix) above, the Owner Seller shall be required to pay to the Servicer a termination fee Termination Fee in an amount equal to (A) the product of the Termination Fee Rate and the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination; provided that no Termination Fee shall be paid or payable with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate any terminated Distressed Mortgage Loans as of such termination date Loan and (By) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) Master Servicer or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner successor servicer shall reimburse the Servicer for all accrued and unpaid Servicing Fees and unreimbursed out-of-pocket Monthly Advances and Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with upon the transfer of the related files servicing to the Owner's designeesuch successor servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Serviced Mortgage Loan to the Owner (Master Servicer or advances by the Servicer for the same)Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Serviced Mortgage Loan and the remittance of all funds due hereunder, hereunder or (ii) mutual consent of the Servicer and the Owner Master Servicer in writing or (iii) at writing, provided such termination is also acceptable to the sole option Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the OwnerMaster Servicer and the NIMS Insurer, the Seller may terminate this Agreement with respect to all of the Serviced Mortgage Loans, without cause, upon provided, that the Seller gives the Servicer 30 days written days' notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer and the NIMS Insurer by registered mail to the address set forth at the beginning of this Agreementin Section 9.03. The Owner Seller and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and Section 9.01 hereof. In the procedures set forth below, provided that, in case of Serviced Mortgage Loans which have been serviced by the event Servicer under the Owner terminates this Agreement Bank Servicing Agreements less than six months prior to the date of termination without cause in accordance with subclause (iii) aboveunder this Section 8.02, the Owner termination fee to be paid by the Seller from its own funds without reimbursement for a termination of servicing without cause pursuant to this Section 8.02 shall pay be equal to $15.00 per Serviced Mortgage Loan, payable no later than five Business Days following the date of such termination. All unreimbursed Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loansshall be paid by the Seller, 2.0% or successor servicer, from its own funds within 5 Business Days of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as date of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% without right of reimbursement from the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination dateTrust Fund. In connection with any such termination referred pursuant to in clause (ii) or (iii) aboveof the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Serviced Mortgage Loans. In connection with any termination pursuant to the second sentence of this Section 8.02(a), the Owner Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances within 15 Business Days following the date of termination and Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to servicing at the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event time of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with . Any invoices received by the transfer of the related files Servicer after termination will be forwarded to the Owner's designeeSeller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (Master Servicer or advances by the Servicer for the same)Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, hereunder or (ii) mutual consent of the Servicer and the Owner Master Servicer in writing writing, provided such termination is also acceptable to the Rating Agencies or (iii) with respect to some or all of the Mortgage Loans, at the sole option of the OwnerSeller, without cause, upon 30 days days’ written noticenotice to the Servicer, subject to payment by the Seller of the Termination Fee as set forth in Exhibit E hereto or other fees as mutually agreed upon by the parties and to the other limitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer and the Trustee by registered mail to the address set forth at the beginning of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination dateSection 9.03. In connection with any such termination referred pursuant to in clause (i) of the first sentence of Section 8.02(a), all unreimbursed Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the Master Servicer. In connection with any termination pursuant to clauses (ii) or (iii) aboveof the first sentence of this Section 8.02(a), all unreimbursed Servicing Fees, Servicing Advances, Monthly Advances and applicable Termination Fees still owing the Owner will Servicer shall be responsible for reimbursing paid at the time of such termination by the Trust Fund by deducting from final remittance of the funds to successor servicer (on first three items) and by the Seller (on Termination Fee). Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoingFees, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In the event that Seller terminates the Servicer without cause with respect to some or all of the Mortgage Loans in accordance with Section 8.02(a)(iii), the Seller shall be required to pay to the Servicer a Termination Fee in the amount set forth at Exhibit E hereto as of the date of termination and other reasonable and necessary out-of-pocket costs associated such termination; provided, that no Termination Fee shall be paid or payable with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files respect to the Owner's designeeunpaid principal balance of any terminated Distressed Mortgage Loan.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Trust Fund (or advances by the Servicer Company for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Company, Lehman Brothers Bank, FSB and the Owner Master Servicer in writing wrxxxxx or (iii) at the sole option of the OwnerLehman Brothers Bank, FSB, without cause, upon 30 days written xxxxxxn notice. Any such notice of termination shall be in writing and delivered to the Servicer Company by registered mail to the address set forth at the beginning of this Agreement. The Owner Master Servicer, the Trustee and the Servicer Company shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. Article X. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner Lehman Brothers Bank, FSB will be responsible for reimbursing reimbxxxxxx the Servicer Company for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and In connection with any such termination referred to in addition to the foregoingclause (iii) above, Lehman Brothers Bank, FSB will be responsible for payinx x xxm, as liquidated damages, in an amount equal to (I) two percent (2%) of the event that aggregate Assumed Principal Balance of the Mortgage Loans (ias defined herein) a if such written notice is received by the Company on or before the Business Day five years from the date such Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") Loans were sold by the Company to Lehman Brothers Bank, FSB, or (iiII) a one percent (1%) of xxx xxgregate Assumed Principal Balance of the Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to Loans if such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to is received by the Servicer. In Company after the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on Business Day five years from the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicingsuch Mortgage Loans were sold by the Company to Lehman Brothers Bank, including, but not limited to, costs associated with the transfer of the related files to the Owner's designeeFSB (either amount shall be referxxx xx as "Liquidated Damages").

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Master Servicer (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Owner Master Servicer in writing provided such termination is also acceptable to the Rating Agencies or (iii) with respect to some or all of the Mortgage Loans, at the sole option of the OwnerSeller, without cause, upon 30 sixty (60) days written notice, subject to the limitations set forth below. Any such notice of termination shall be in writing and delivered to the Indenture Trustee, the Master Servicer and the Servicer by registered mail to the address set forth at the beginning in Section 9.04 of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 8.01, 8.02 and 10.03 hereof and the procedures set forth below, provided that, in 9.01 hereof. In the event the Owner Seller terminates this Agreement the Servicer without cause in accordance with subclause respect to some or all of the Mortgage Loans (iii) aboveother than Distressed Mortgage Loans), the Owner Seller shall be required to pay to the Servicer a termination fee Termination Fee in an amount equal to the sum of (Ai) with respect to fixed rate Mortgage Loansthe product of (x) the Termination Fee Percentage, 2.0% of (y) the aggregate unpaid applicable Termination Rate and (z) the outstanding principal balance of the fixed rate terminated Mortgage Loans as of such termination the date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause and (ii) or (iii) abovefor any termination without cause, the Owner will be responsible sum of $15.00 for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a each Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicerso terminated. In the event of such electionthe Seller terminates the Servicer without cause with respect to any Distressed Mortgage Loan, the Owner Seller shall reimburse be required to pay to the Servicer a Termination Fee in an amount equal to $15.00 for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designeeeach Distressed Mortgage Loan so terminated.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Serviced Mortgage Loan to the Owner (or advances by the Servicer for the same)Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Serviced Mortgage Loan and the remittance of all funds due hereunder, hereunder or (ii) mutual consent of the Servicer and the Owner Trustee in writing or (iii) at writing, provided such termination is also acceptable to the sole option Guarantor and the Rating Agencies. In addition, with the prior written consent of the OwnerGuarantor, the Seller may terminate this Agreement with respect to all of the Serviced Mortgage Loans, without cause, upon provided, that the Seller gives the Servicer 30 days written days' notice. Any such notice of termination shall be in writing and delivered to the Servicer by registered mail to the address set forth at the beginning of this Agreementin Section 9.03. The Owner Seller and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and Section 9.01 hereof. The termination fee to be paid by the procedures set forth below, provided that, in the event the Owner terminates this Agreement Seller from its own funds without reimbursement for a termination of servicing without cause in accordance with subclause (iii) abovepursuant to this Section 8.02 shall be equal to $15.00 per Serviced Mortgage Loan, payable no later than five Business Days following the Owner shall pay date of such termination. All unreimbursed Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loansshall be paid by the Seller, 2.0% or successor servicer, from its own funds within 5 Business Days of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as date of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% without right of reimbursement from the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination dateTrust Fund. In connection with any such termination referred pursuant to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01 or (iii) aboveSection 9.17, all unreimbursed Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Serviced Mortgage Loans. In connection with any termination pursuant to the second sentence of this Section 8.02(a), the Owner Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances within 15 Business Days following the date of termination and Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to servicing at the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event time of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with . Any invoices received by the transfer of the related files Servicer after termination will be forwarded to the Owner's designeeSeller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer and the Owner in writing or (iii) at the sole option of the Owner, without cause, upon 30 days written notice. Any such notice of termination shall be in writing and delivered to the Servicer by registered mail to the address set forth at the beginning of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections Section 10.01 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.00.75% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (Master Servicer or advances by the Servicer for the same)Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, hereunder or (ii) mutual consent of the Servicer and the Owner Master Servicer in writing writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer or (iii) with respect to some or all of the Mortgage Loans, at the sole option of the OwnerSeller, without cause, upon 30 days days’ written notice. Any such notice of termination shall be in writing and delivered to the Servicer Servicer, subject to payment by registered mail to the address set forth at Seller of the beginning of this Agreement. The Owner and the Servicer shall comply with the termination procedures Termination Fee as set forth in Sections 10.01 Exhibit E hereto and 10.03 hereof and to the procedures other limitations set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred pursuant to in clause (i) of the first sentence of Section 8.02(a), all unreimbursed Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the Master Servicer. In connection with any termination pursuant to clauses (ii) or (iii) aboveof the first sentence of this Section 8.02(a), all unreimbursed Servicing Fees, Servicing Advances, Monthly Advances and Applicable Termination Fees still owing the Owner will Servicer shall be responsible for reimbursing paid at the time of such termination by the Trust Fund by deducting from final remittance of the funds to successor servicer (on first three items) and by the Seller (on Termination Fee). Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoingFees, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In the event that Seller terminates the Servicer without cause with respect to some or all of the Mortgage Loans in accordance with Section 8.02(a)(iii), the Seller shall be required to pay to the Servicer a Termination Fee in the amount set forth at Exhibit E hereto as of the date of termination and other reasonable and necessary out-of-pocket costs associated such termination; provided, that no Termination Fee shall be paid or payable with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files respect to the Owner's designeeunpaid principal balance of any terminated Distressed Mortgage Loan.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (Master Servicer or advances by the Servicer for the same)Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, hereunder or (ii) mutual consent of the Servicer and the Owner Master Servicer in writing writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer or (iii) with respect to some or all of the Mortgage Loans, at the sole option of the OwnerSeller, without cause, upon 30 days days’ written noticenotice to the Servicer, subject to payment by the Seller of the Termination Fee as set forth in Exhibit E hereto or other fees as mutually agreed upon by the parties and to the other limitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer Servicer, the Master Servicer, the NIMS Insurer and the Trustee by registered mail to the address set forth at the beginning of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination dateSection 9.03. In connection with any such termination referred pursuant to in clause (i) of the first sentence of Section 8.02(a), all unreimbursed Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. In connection with any termination pursuant to clauses (ii) or (iii) aboveof the first sentence of this Section 8.02(a), all unreimbursed Servicing Fees, Servicing Advances, Monthly Advances and applicable Termination Fees still owing the Owner will Servicer shall be responsible for reimbursing paid at the time of such termination by the Trust Fund by deducting from final remittance of the funds to successor servicer (on first three items) and by the Seller (on Termination Fee). Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoingFees, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In the event that Seller terminates the Servicer without cause with respect to some or all of the Mortgage Loans in accordance with Section 8.02(a)(iii), the Seller shall be required to pay to the Servicer a Termination Fee in the amount set forth at Exhibit E hereto as of the date of termination and other reasonable and necessary out-of-pocket costs associated such termination; provided, that no Termination Fee shall be paid or payable with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files respect to the Owner's designeeunpaid principal balance of any terminated Distressed Mortgage Loan.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (Master Servicer or advances by the Servicer for the same)Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, hereunder or (ii) mutual consent of the Servicer and the Owner Master Servicer in writing writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer or (iii) with respect to some or all of the Mortgage Loans, at the sole option of the OwnerSeller, without cause, upon 30 days days’ written notice. Any such notice of termination shall be in writing and delivered to the Servicer by registered mail Servicer, subject to the address set forth at the beginning of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures limitations set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred pursuant to in clause (i) of the first sentence of Section 8.02(a), all unreimbursed Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. In connection with any termination pursuant to clauses (ii) or (iii) aboveof the first sentence of this Section 8.02(a), all unreimbursed Servicing Fees, Servicing Advances, Monthly Advances and Applicable Termination Fees still owing the Owner will Servicer shall be responsible for reimbursing paid at the time of such termination by the Trust Fund by deducting from final remittance of the funds to successor servicer (on first three items) and by the Seller (on Termination Fee). Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoingFees, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In the event that Seller terminates the Servicer without cause with respect to some or all of the Mortgage Loans in accordance with Section 8.02 (a)(iii), the Seller shall be required to pay to the Servicer a Termination Fee in an amount equal to the product of the Termination Fee Percentage and the outstanding principal balance of the terminated Mortgage Loans as of the date of termination and other reasonable and necessary out-of-pocket costs associated such termination; provided, that no Termination Fee shall be paid or payable with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files respect to the Owner's designeeunpaid principal balance of any terminated Distressed Mortgage Loan.

Termination Without Cause. This Agreement shall terminate upon: (i) The Owner or the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by Administrator may terminate, at its sole option, any rights the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due may have hereunder, or (ii) mutual consent of the Servicer and the Owner without cause as provided in writing or (iii) at the sole option of the Owner, without cause, upon 30 days written noticethis Section 11.02. Any such notice of termination shall be in writing and delivered to the Servicer by registered mail as provided in Section 12.05. For termination without cause, the Servicer shall be entitled to receive from the Owner, with respect to each Mortgage Loan subject to termination, pursuant to this Section 11.02, an amount equal to (i) the Termination Fee (if, and only if, this Agreement is terminated by the Owner or the Administrator or some or all of the real estate assets are sold by the Owner, in each case prior to the address set forth at the beginning first anniversary date of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth ) as calculated in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause Schedule III; (ii) unreimbursed Servicing Advances; (iii) above, the Owner shall pay the Servicer a termination fee equal reasonable costs to (A) with respect to fixed rate Mortgage Loans, 2.0% transfer servicing of the aggregate unpaid principal balance Mortgage Loans and REO Properties to the successor servicer; and (iv) Servicing Fees earned but not yet paid to the Servicer. The Servicer shall not be entitled to receive any Termination Fee in respect of any termination occurring on or after the first anniversary of the fixed rate Mortgage Loans as of Closing Date. Any termination without cause pursuant to this Section 11.02 shall, if such termination date and (B) with respect to ARM Mortgage Loans, 2.0% occurs after the first anniversary of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) aboveClosing Date, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of require not less than 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' prior written notice to the Servicer. In , such notice to be given by the event Owner or the Administrator; provided that, notwithstanding the foregoing, no such notice shall be required if the termination of the Servicer relates only to a portion of the Assets and such portion (together with any other portion of the Assets previously terminated pursuant to this Section 11.02) generated less than 10% in the aggregate of the servicing compensation payable to the Servicer pursuant to this Agreement during the calendar month immediately preceding the month of the effectiveness of such election, termination. Any notice of a proposed Asset sale given by the Owner or the Administrator pursuant to this Section shall reimburse specify the approximate percentage of the Assets (measured by the value ascribed to such Assets on the Closing Date or such other date as may be specified in such notice, and not by loan or property count) intended to be sold. The Owner or the Administrator may adjust such percentage from time to time and shall promptly advise the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on of any such adjustment; provided that the notice period specified in this Section shall in each case be calculated by reference to the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designeeinitial notice.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (aof(a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Owner Master Servicer in writing or (iii) at the sole option of the OwnerSeller, without cause, upon 30 days written notice. Any such notice of termination shall be in writing and delivered to the Servicer by registered mail to the address set forth at the beginning of this Agreement. The Owner Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner Seller terminates this Agreement without cause in accordance with subclause (iii) above, the Owner Seller shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner Seller will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner Seller may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner Seller shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee.

Termination Without Cause. This Agreement and the Company's rights hereunder with respect to some or all of the Mortgage Loans shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Purchaser (or advances by the Servicer Company for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Company and the Owner Purchaser in writing or (iii) at the sole option of the OwnerPurchaser, without cause, upon 30 days written notice, subject to the limitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer Company by registered mail to the address set forth at the beginning of this Agreement. The Owner Purchaser and the Servicer Company shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in 12.01 hereof. In the event the Owner Purchaser terminates this Agreement the Company without cause in accordance with subclause (iii) aboverespect to some or all of the Mortgage Loans, the Owner Purchaser shall be required to pay to the Servicer Company a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.01.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date; provided, that no termination fee shall be paid or payable with respect to the unpaid principal balance of any Distressed Mortgage Loan. In connection with any such termination referred Subject to the requirements set forth in clause (ii) or (iii) abovethis paragraph, the Owner will Company may terminate this Agreement with respect to the servicing of those Mortgage Loans that are determined to be Distressed Mortgage Loans as of the Notice Date and servicing of such Mortgage Loans shall be transferred to the Special Servicer. The Company shall be responsible for reimbursing the Servicer for delivery of all unreimbursed out-of-pocket Servicing Advances within 15 required transfer notices and will send a copy of the transfer notice to the Master Servicer. Not later than the Business Days Day immediately following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition Transfer Date, the Company shall deliver to the foregoingSpecial Servicer, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent the Distressed Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice Loans that were transferred to the Special Servicer on such Transfer Date, all related Servicing Files and a loan level tape or other electronic media containing loan set-up information in form reasonably acceptable to the Special Servicer. In the event of such election, the Owner No termination fee shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated be payable to Company with any respect to Mortgage Loans that transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designeea Special Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (Master Servicer or advances by the Servicer for the same)Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, hereunder or (ii) mutual consent of the Servicer and the Owner Master Servicer in writing or (iii) at writing, provided such termination is also acceptable to the sole option Rating Agencies and the NIMS Insurer. In addition, with the prior written consent of the OwnerMaster Servicer and the NIMS Insurer, each Seller (with respect to its related Mortgage Loans) may terminate this Agreement with respect to all of the Mortgage Loans (other than those seven (7) Mortgage Loans listed on Schedule A-1), without cause, upon provided, that each Seller (with respect to its related Mortgage Loans) gives the Servicer 30 days written days' notice. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer and the NIMS Insurer by registered mail to the address set forth at the beginning of this Agreementin Section 9.03. The Owner Each Seller (with respect to its related Mortgage Loans) and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and Section 9.01 hereof. In the procedures set forth below, provided that, in case of Mortgage Loans which have been serviced by the event Servicer under the Owner terminates this Agreement Bank Servicing Agreements less than six months prior to the date of termination without cause in accordance with subclause (iii) aboveunder this Section 8.02, the Owner shall pay the Servicer a termination fee equal to be paid by each Seller (A) with respect to fixed rate its related Mortgage Loans) from its own funds without reimbursement for a termination of servicing without cause pursuant to this Section 8.02 shall be equal to $15.00 per Mortgage Loan, 2.0% payable no later than five Business Days following the date of such termination. All unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by each Seller (with respect to its related Mortgage Loans) or successor servicer from its own funds within 5 Business Days of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as date of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% without right of reimbursement from the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination dateTrust Fund. In connection with any such termination referred pursuant to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination pursuant to the second sentence of this Section 8.02(a), each Seller (with respect to its related Mortgage Loans) or (iii) above, the Owner successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances within 15 Business Days following the date of termination and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing at the time of such transfer of servicing. Notwithstanding and in addition Any invoices received by the Servicer after termination will be forwarded to the foregoing, in the event that each Seller (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to its related Mortgage Loans), which such Delinquent Mortgage Loan Seller or successor servicer shall pay within five (b5) REO Property, in each case, Business Days upon 15 days' written notice to receipt from the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Master Servicer (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Owner Master Servicer in writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer or (iii) with respect to some or all of the Mortgage Loans, at the sole option of the OwnerSeller, without cause, upon 30 days written notice, subject to the limitations set forth below. Any such notice of termination shall be in writing and delivered to the Trustee, the Master Servicer, the NIMS Insurer and the Servicer by registered mail to the address set forth at the beginning in Section 9.04 of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 8.01, 8.02 and 10.03 hereof and the procedures set forth below, provided that, in 9.01 hereof. In the event the Owner Seller terminates this Agreement the Servicer without cause with respect to some or all of the Mortgage Loans in accordance with subclause Section 8.02(iii), (iiix) above, the Owner Seller shall be required to pay to the Servicer a termination fee Termination Fee in an amount equal to (A) the product of the Termination Fee Percentage and the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination; provided, that no Termination Fee shall be paid or payable with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate any terminated Distressed Mortgage Loans as of such termination date Loan and (By) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) Seller or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner successor servicer shall reimburse the Servicer for all unreimbursed out-of-pocket Monthly Advances, Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with Servicing Fees upon the transfer of the related files servicing to the Owner's designeesuch successor servicer.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Owner Master Servicer in writing or (iii) at the sole option of the OwnerSeller, without cause, upon 30 days written notice. Any such notice of termination shall be in writing and delivered to the Servicer by registered mail to the address set forth at the beginning of this Agreement. The Owner Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and Section 10.03 hereof and the procedures set forth below, provided that, in the event the Owner Seller terminates this Agreement without cause in accordance with subclause (iii) above, the Owner Seller shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner Seller will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner Seller may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner Seller shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the Servicer for the same)The Purchaser may terminate, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunderat its sole option, or (ii) mutual consent of the Servicer and the Owner in writing or (iii) at the sole option of the Ownerthis Agreement, without cause, upon 30 days written noticeas provided in this Section 11.02. Any such notice of termination shall be in writing and delivered to the Servicer Company by registered mail to the address set forth at the beginning of this Agreementas provided in Section 12.05. The Owner and the Servicer shall comply with termination fee for the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner terminates this Agreement of servicing without cause in accordance with subclause (iii) above, the Owner pursuant to this Section 11.02 shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0be 1.25% of the aggregate unpaid outstanding principal balance of the fixed rate Mortgage Loans as for which servicing is being terminated. On the second Business Day of such termination date and (B) with respect to ARM Mortgage Loanseach month, 2.0% the Company shall orally inform the Purchase of the aggregate unpaid principal balance of the ARM which Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes have become delinquent for a period of 90 61 days or more (each, a "Delinquent Mortgage Loan") and shall send a written listing of such Delinquent Mortgage Loans to the Purchaser. By the tenth day of each month (or if such tenth day is not a Business Day then the next Business Day following such tenth day), the Purchaser shall provide the Company with a certification (iithe "Transfer Notice") a listing the Delinquent Mortgage Loans which the Company desires to transfer the servicing by month end to its designee (such designee, the "Special Servicer"). By the fifteenth day of each month (and no later than the thirteenth day in February) the Company shall mail to the Mortgagor of each Mortgage Loan becomes an REO Propertylisted in a Transfer Notice a letter advising each such Mortgagor of the transfer of the servicing of the related Mortgage Loan to the Special Servicer; in accordance with the Cxxxxxxx Xxxxxxxx National Affordable Housing Act of 1990 provided, however, the Owner may at its election terminate this Agreement content and format of the letter shall have the prior approval of the Special Servicer. The Company shall promptly provide the Special Servicer with copies of all such notices. At least five (a5) Business Days prior to the end of each month, the Company shall deliver, with respect to the Delinquent Mortgage Loans listed on the related Transfer Notice, all Servicing Files, a loan level tape in form reasonably acceptable to the Purchaser and the Special Servicer, and supporting documentation, reasonably acceptable to the Purchaser and the Special Servicer and commensurate with generally acceptable industry standards, detailing the amount of any unreimbursed Servicing Advances and accrued and unpaid Servicing Fees on a loan level basis. Should the Purchaser and Special Servicer desire a loan level tape containing information which is not readily extractable from the Company's servicing system, the Company shall diligently cooperate to make such loan level tape available to the Purchaser and Special Servicer. Upon the successful completion of the transfer of servicing for Delinquent Mortgage Loans, the Company shall cause the Special Servicer to reimburse the Company for any unreimbursed Servicing Advances and accrued and unpaid Servicing Fees with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice Loans which have been properly documented. Notwithstanding anything herein to the Servicer. In the event of such electioncontrary, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of servicing for Delinquent Mortgage Loans shall not require the related files to the Owner's designeepayment of a termination fee therefor.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Master Servicer (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Owner Master Servicer in writing writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer or (iii) with respect to some or all of the Mortgage Loans, at the sole option of the OwnerSeller, without cause, upon 30 days sixty (60) days’ written notice, subject to the limitations set forth below. Any such notice of termination shall be in writing and delivered to the Trustee, the Master Servicer, the NIMS Insurer and the Servicer by registered mail to the address set forth at the beginning in Section 9.04 of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 8.01, 8.02 and 10.03 hereof and 9.01 hereof. The Master Servicer or the procedures set forth below, provided that, in Trustee shall have no right to terminate the Servicer pursuant to Section 8.02. In the event the Owner Seller terminates this Agreement the Servicer without cause with respect to some or all of the Mortgage Loans in accordance with subclause Section 8.02(iii), (iiix) above, the Owner Seller shall be required to pay to the Servicer a termination fee equal to (A) the Termination Fee; provided that no Termination Fee shall be paid or payable with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate any terminated Distressed Mortgage Loans as of such termination date Loan and (By) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) Master Servicer or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner successor servicer shall reimburse the Servicer for all accrued and unpaid Servicing Fees and unreimbursed out-of-pocket Monthly Advances and Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with upon the transfer of the related files servicing to the Owner's designeesuch successor servicer.

Termination Without Cause. This Agreement shall terminate upon: (i) The Purchaser may terminate, at its sole option, any rights the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due Company may have hereunder, or (ii) mutual consent of the Servicer and the Owner in writing or (iii) at the sole option of the Owner, without cause, upon 30 thirty days written noticenotice or as provided in this Section 11.02. Any such notice of termination shall be in writing and delivered to the Servicer Company by registered mail to the address set forth at the beginning of this Agreementas provided in Section 12.05. The Owner Purchaser and the Servicer Company shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in Section 12.01 hereof. In the event the Owner Purchaser terminates this Agreement the Company without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer a termination fee equal to (A) with respect to fixed rate some or all of the Mortgage Loans, 2.0the Purchaser shall be required to pay to the Company a Termination Fee in an amount equal to the product of (a) 2.00% of and (b) the aggregate unpaid outstanding principal balance of the fixed rate each such Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination dateLoan. In connection with any such termination referred to in clause (ii) or (iii) aboveunder this Section 11.02, the Owner Purchaser will be responsible for reimbursing the Servicer Company for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner Purchaser may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each caseProperty without payment of a termination fee therefor, upon 15 days' written notice to the Servicer. In Company, provided, that upon termination of the event of Agreement with respect to such electionDelinquent Mortgage Loan or REO Property, the Owner Purchaser shall reimburse the Servicer Company for all unreimbursed out-of-pocket outstanding Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designeeor Servicing Fees.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Trust Fund (or advances by the Servicer Company for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Company, Lehman Brothers Bank, FSB and the Owner in writing Master Servicer xx xxxting or (iii) at the sole option of the OwnerLehman Brothers Bank, FSB, without cause, upon 30 days written xxxx xritten notice. Any such notice of termination shall be in writing and delivered to the Servicer Company by registered mail to the address set forth at the beginning of this Agreement. The Owner Master Servicer, the Trustee and the Servicer Company shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. Article X. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner Lehman Brothers Bank, FSB will be responsible for reimbursing xxxxxxrsing the Servicer Company for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and In connection with any such termination referred to in addition to the foregoingclause (iii) above, Lehman Brothers Bank, FSB will be responsible for xxxxxx a sum, as liquidated damages, in an amount equal to (I) two percent (2%) of the event that aggregate Assumed Principal Balance of the Mortgage Loans (ias defined herein) a if such written notice is received by the Company on or before the Business Day five years from the date such Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") Loans were sold by the Company to Lehman Brothers Bank, FSB, or (iiII) a one percent (1%) xx xhe aggregate Assumed Principal Balance of the Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to Loans if such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to is received by the Servicer. In Company after the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on Business Day five years from the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicingsuch Mortgage Loans were sold by the Company to Lehman Brothers Bank, including, but not limited to, costs associated with the transfer of the related files FSB (either amount shall be xxxxxxed to the Owner's designeeas "Liquidated Damages").

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, hereunder or (ii) mutual consent of the Servicer Servicer, the Seller and the Owner Master Servicer in writing or (iii) at the sole option of the Owner, without cause, upon 30 days written noticewriting. Any such notice of termination shall be in writing and delivered to the Servicer by registered mail to the address set forth at the beginning of this Agreement. The Owner Master Servicer, the Trustee and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner Seller will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner Seller may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, Property upon 15 days' written notice to the Servicer. In the event of such election, the Owner Seller shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Master Servicer (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Owner Master Servicer in writing provided such termination is also acceptable to the Rating Agencies or (iii) with respect to some or all of the Mortgage Loans, at the sole option of the OwnerSeller, without cause, upon 30 sixty (60) days written notice, subject to the limitations set forth below. Any such notice of termination shall be in writing and delivered to the Trustee, the Master Servicer, and the Servicer by registered mail to the address set forth at the beginning in Section 9.04 of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 8.01, 8.02 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer9.01 hereof. In the event the Seller terminates the Servicer without cause with respect to some or all of such electionthe Mortgage Loans (other than Distressed Mortgage Loans), the Owner Seller shall reimburse be required to pay to the Servicer as a Termination Fee a sum equal to a percentage of the unpaid principal balance -42- of the Mortgage Loans, as follows: 2.50% for any Mortgage Loans where the related mortgaged property is located in the States of New York, New Jersey or Connecticut; 2.00% for all other Mortgage Loans. All unreimbursed out-of-pocket Servicing Fees, Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files owing to the Owner's designeeServicer relating to such terminated Mortgage Loans (other than Distressed Mortgage Loans) shall be reimbursed and paid to the Servicer at the time of such termination by the Seller.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the Servicer for the same)Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, hereunder or (ii) mutual consent of the Servicer and the Owner Trustee in writing or (iii) at writing, provided such termination is also acceptable to the sole option Master Servicer, the Guarantor and the Rating Agencies. In addition, with the prior written consent of the OwnerGuarantor, the Directing Holder may terminate this Agreement with respect to all of the Mortgage Loans, without cause, upon provided, that the Directing Holder gives the Servicer 30 days written days' notice. Any such notice of termination shall be in writing and delivered to the Servicer by registered mail to the address set forth at the beginning of this Agreementin Section 9.03. The Owner Directing Holder and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination dateSection 9.01 hereof. In connection with any such termination referred pursuant to in clause (ii) of the first sentence of this Section 8.02(a), all unreimbursed Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to this Section 8.02 or (iii) aboveSection 9.17, all unreimbursed Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination pursuant to the second sentence of this Section 8.02(a), the Owner Directing Holder will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances within 15 Business Days following the date of termination and Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to servicing at the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event time of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer and the Owner in writing or (iii) at the sole option of the Owner, without cause, upon 30 days written notice. Any such notice of termination shall be in writing and delivered to the Servicer by registered mail to the address set forth at the beginning of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-of- pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (Master Servicer or advances by the Servicer for the same)Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer and the Owner Master Servicer in writing or writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer and (iii) with respect to some or all of the Mortgage Loans, at the sole option of the OwnerSeller, without cause, upon 30 days prior written notice, subject to the limitations below. Any such notice of termination shall be in writing and delivered to the Servicer Servicer, the Master Servicer, the Trustee and the NIMS Insurer by registered mail to the address set forth at the beginning of this Agreementin Section 9.03. The Owner Seller and the Servicer shall comply with the termination procedures set forth in Sections 10.01 Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and 10.03 hereof and Monthly Advances still owing the procedures set forth belowServicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) aboveServicing Advances or Monthly Advances, the Owner Seller shall pay reimburse the Servicer a termination fee equal to within five (A5) with respect to fixed rate Mortgage Loans, 2.0% days upon receipt of an invoice from the aggregate unpaid principal balance Servicer without right of reimbursement from the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination dateTrust Fund. In connection with any such termination referred pursuant to in clause (ii) or (iii) aboveof the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Owner Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances within 15 Business Days following the date of termination and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding servicing at the time of such transfer of servicing if, and in addition to the foregoingonly if, funds in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect Collection Account are not sufficient to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all such unreimbursed out-of-pocket Servicing Advances fees and Monthly Advances on advances. Any invoices received by the date of Servicer after termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files will be forwarded to the Owner's designeeSeller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Master Servicer (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Owner Master Servicer in writing writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer or (iii) with the prior written consent of the Master Servicer and the NIMS Insurer at the sole option discretion of the Owner, without cause, upon 30 days written noticeSeller. Any such notice of termination pursuant to clause (iii) above shall be with 30 days’ prior notice, in writing and delivered to the Master Servicer, the NIMS Insurer and the Servicer by registered mail to the address addresses set forth at the beginning in Section 9.03 of this Agreement; provided however, that such notice will not be required for termination of this Agreement in connection with the transfer of the servicing of the Mortgage Loans to Ocwen Loan Servicing, LLC which is expected to occur on or about July 1, 2007. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 7.03, 8.01 and 10.03 hereof and 9.01 hereof. Neither the procedures set forth below, provided that, in Master Servicer nor the event NIMS Insurer shall have the Owner terminates this Agreement without cause in accordance with subclause right to terminate the Servicer pursuant to clause (iii) above, the Owner shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination datethis Section 8.02(a). In connection with any such a termination referred by the Seller pursuant to in clause (ii) or (iii) aboveof this Section 8.02(a), the Owner will Servicer shall be responsible for reimbursing reimbursed by the Servicer Seller for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances within 15 Business Days following the date of termination and Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to servicing at the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event time of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with . All invoices received by the transfer of the related files Servicer after termination will be forwarded to the Owner's designeeSeller or the successor servicer for payment within thirty (30) days of receipt from the Servicer.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (Master Servicer or advances by the Servicer for the same)Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, hereunder or (ii) mutual consent of the Servicer and the Owner Master Servicer in writing writing, provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer or (iii) with respect to some or all of the Mortgage Loans, at the sole option of the OwnerSeller, without cause, upon 30 days days’ written notice. Any such notice of termination shall be in writing and delivered to the Servicer Servicer, subject to payment by registered mail to the address set forth at Seller of the beginning of this Agreement. The Owner and the Servicer shall comply with the termination procedures Termination Fee as set forth in Sections 10.01 Exhibit E hereto or (iv) the sale of servicing rights with respect to all of the Mortgage Loans as mutually agreed upon by the parties and 10.03 hereof and to the procedures other limitations set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred pursuant to in clause (ii) or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Propertythe first sentence of Section 8.02(a), the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be deducted by the Servicer from the final remittance of the funds to the Master Servicer. In connection with any termination pursuant to clauses (ii), (iii) or (iv) of the first sentence of this Section 8.02(a), all unreimbursed Servicing Fees, Servicing Advances, Monthly Advances and Applicable Termination Fees still owing the Servicer shall be paid at the time of such termination by the Trust Fund by deducting from final remittance of the funds to successor servicer (on first three items) and by the Seller (on Termination Fee). Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In the event that Seller terminates the Servicer without cause with respect to some or all of the Mortgage Loans in accordance with Section 8.02(a)(iii), the Seller shall be required to pay to the Servicer a Termination Fee in the amount set forth at Exhibit E hereto as of the date of termination and other reasonable and necessary out-of-pocket costs associated such termination; provided, that no Termination Fee shall be paid or payable with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files respect to the Owner's designeeunpaid principal balance of any terminated Distressed Mortgage Loan.

Termination Without Cause. This Agreement and the Company’s rights hereunder with respect to some or all of the Mortgage Loans shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Purchaser (or advances by the Servicer Company for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Company and the Owner Purchaser in writing or (iii) at the sole option of the OwnerPurchaser, without cause, upon 30 days written notice, subject to the limitations set forth below. Any such notice of termination shall be in writing and delivered to the Servicer Company by registered mail to the address set forth at the beginning of this Agreement. The Owner Purchaser and the Servicer Company shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in 12.01 hereof. In the event the Owner Purchaser terminates this Agreement the Company without cause in accordance with subclause (iii) aboverespect to some or all of the Mortgage Loans, the Owner Purchaser shall be required to give the Company 30 days prior written notice of such termination and pay to the Servicer Company a termination fee equal to the fair market value of the servicing rights being terminated, as determined, at the cost of the Purchaser, by an independent broker of servicing rights or such other company as is reasonably qualified to determine the fair market value of such servicing rights; provided, further, that (Aa) such broker or other company shall be mutually agreed upon, which agreement must not be unreasonably withheld or delayed and (b) no termination fee shall be paid or payable with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of any Distressed Mortgage Loan. The termination fee provided for in this Section 11.02 shall be paid by the fixed rate Purchaser within ten (10) Business Days of any such termination without cause. Subject to the requirements set forth in this paragraph, the Company may terminate this Agreement with respect to the servicing of those Mortgage Loans that are determined to be Distressed Mortgage Loans as of the Notice Date and servicing of such termination date Mortgage Loans shall be transferred to the Special Servicer. The Company shall be responsible for the delivery of all required transfer notices and (B) will send a copy of the transfer notice to the Master Servicer. Not later than the Business Day immediately following the Distressed Mortgage Loan Transfer Date, the Company shall deliver to the Special Servicer, with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Distressed Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition that were transferred to the foregoing, in the event that (i) a Special Servicer on such Distressed Mortgage Loan becomes delinquent for Transfer Date, all related Servicing Files and a period of 90 days loan level tape or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, other electronic media containing loan set-up information in form reasonably acceptable to the Owner may at its election terminate this Agreement (a) Special Servicer. No termination fee shall be payable to Company with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice Loans that transfer to the a Special Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designeeARTICLE XII.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Master Servicer (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, each Seller (with respect to its related Mortgage Loans) and the Owner Master Servicer in writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer or (iii) with the prior written consent of the Master Servicer and the NIMS Insurer at the sole option discretion of each Seller (with respect to its related Mortgage Loans and acting in its capacity as owner of the Owner, without cause, upon 30 days written noticeservicing rights relating to such Mortgage Loans). Any such notice of termination pursuant to clause (iii) above shall be with 30 days’ prior notice, in writing and delivered to the Master Servicer, the NIMS Insurer and the Servicer by registered mail to the address addresses set forth at the beginning in Section 9.03 of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 7.03, 8.01 and 10.03 hereof and 9.01 hereof. Neither the procedures set forth below, provided that, in Master Servicer nor the event Trustee shall have the Owner terminates this Agreement without cause in accordance with subclause right to terminate the Servicer pursuant to clause (iii) above, the Owner shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination datethis Section 8.02. In connection with any such a termination referred by either Seller (with respect to in its related Mortgage Loans) pursuant to clause (ii) or (iii) aboveof this Section 8.02, the Owner will Servicer shall be responsible for reimbursing the Servicer reimbursed by such Seller for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances within 15 Business Days following the date of termination and Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to servicing at the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event time of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with . All invoices received by the transfer of the related files Servicer after termination will be forwarded to the Owner's designeeapplicable Seller or the successor servicer for payment within thirty (30) days of receipt from the Servicer.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Trust Fund (or advances by the Servicer Company for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Company, Lehman Brothers Bank, FSB and the Owner Master Servicer in writing or wrixxxx xr (iii) at the sole option of the OwnerLehman Brothers Bank, FSB, without cause, upon 30 days written wxxxxxx notice. Any such notice of termination shall be in writing and delivered to the Servicer Company by registered mail to the address set forth at the beginning of this Agreement. The Owner Master Servicer, the Trustee and the Servicer Company shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) above, the Owner shall pay the Servicer a termination fee equal to (A) with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. Article X. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner Lehman Brothers Bank, FSB will be responsible for reimbursing reimbuxxxxx the Servicer Company for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and In connection with any such termination referred to in addition to the foregoingclause (iii) above, Lehman Brothers Bank, FSB will be responsible for paying x xxx, as liquidated damages, in an amount equal to (I) two percent (2%) of the event that aggregate Assumed Principal Balance of the Mortgage Loans (ias defined herein) a if such written notice is received by the Company on or before the Business Day five years from the date such Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") Loans were sold by the Company to Lehman Brothers Bank, FSB, or (iiII) a one percent (1%) of txx xxxregate Assumed Principal Balance of the Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to Loans if such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to is received by the Servicer. In Company after the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on Business Day five years from the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicingsuch Mortgage Loans were sold by the Company to Lehman Brothers Bank, including, but not limited to, costs associated with the transfer of the related files to the Owner's designeeFSB (either amount shall be referrxx xx as "Liquidated Damages").

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the Servicer for the same)Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, hereunder or (ii) mutual consent of the Servicer Servicer, Holdings and the Owner Trustee in writing or (iii) at writing, provided such termination is also acceptable to the sole option Rating Agencies. In addition, Holdings, with prior written consent of IBF, may terminate this Agreement with respect to all of the OwnerMortgage Loans, without cause, upon 30 days provided, that Holdings gives the Servicer and the Trustee 90 days' notice of such termination and Holdings has appointed a successor servicer reasonably acceptable to the Trustee. In the event of failure of IBF to grant such written noticeconsent, IBF shall be required to pay Holdings an amount equal to the product of (a) the General Servicing Fee Rate and (b) the then outstanding principal balance of the Mortgage Loan in consideration of the transfer of the servicing rights with respect to the Mortgage Loans to IBF. Any such notice of termination shall be in writing and delivered to the Servicer by registered mail to the address set forth at the beginning of this Agreementin Section 9.03. The Owner Holdings and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth below, provided that, in Section 9.01 hereof. In the event the Owner terminates this Agreement that such termination without cause in accordance with subclause (iii) aboveis exercised by Holdings within six months of the Transfer Date, the Owner Holdings shall pay to the Servicer a termination fee equal to (A) with respect to fixed rate $15.00 per Mortgage LoansLoan, 2.0% of payable no later than five Business Days following the aggregate unpaid principal balance of the fixed rate Mortgage Loans as date of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination datetermination. In connection with any such termination referred pursuant to in clause (ii) or (iii) aboveof the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Owner Servicer shall be paid no later than 5 Business Days following the date of such termination by the Trust Fund. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), Holdings will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Option One Servicing Fees, Servicing Advances, Monthly Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to servicing at the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event time of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designee.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (or advances by the At any time during this Agreement, Owner/Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer and the Owner in writing or (iii) at the sole option of the Ownermay, without cause, upon 30 and on ninety (90) days prior written notice. Any such notice of termination shall be in writing and delivered to the Servicer by registered mail Subservicer, terminate this Agreement as to the address set forth at the beginning of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 and 10.03 hereof and the procedures set forth belowany or all Mortgage Loans then being subserviced, provided that, however in the event Subservicer receives less than ninety (90) days’ notice with respect to a termination of three hundred (300) or more Mortgage Loans, Subservicer shall be entitled to a subservicing fee through the Owner terminates month ending ninety (90) days from the date of Subservicer’s receipt of the notice of termination. Upon termination of this Agreement by Owner/Servicer without cause as to any or all Mortgage Loans, Owner/Servicer shall pay Subservicer an Exit Fee in accordance with subclause (iii) above, the Owner shall pay the Servicer a termination fee equal to (A) with schedule contained in Exhibit II. With respect to fixed rate any given termination, Subservicer will cooperate with Owner/Servicer, but shall be under no obligation to meet a transfer schedule requested by Owner/Servicer, where Subservicer has received less than ninety (90) days’ notice of termination. The term for determining the Exit Fee applicable to each such Mortgage Loans, 2.0% Loan begins on the first of the aggregate unpaid principal balance month of the fixed rate Transfer Date for that Mortgage Loan. In the case of an Interim Serviced Mortgage Loan upon receipt of three (3) Business Days prior notice from Owner/Servicer via the agreed upon automated method, Subservicer shall undertake all steps necessary to transfer the servicing of an Interim Serviced Mortgage Loan to any successor servicer designated by Owner/Servicer, except that Subservicer shall not prepare any assignment of Mortgage necessary to effect transfer of ownership of any Interim Serviced Mortgage Loan that is serviced-released pursuant to this Section. At any time during the term(s) hereof, Subservicer may, without cause, by one hundred eighty (180) days prior written notice to Owner/Servicer, terminate this Agreement as to any or all Mortgage Loans as then being subserviced, without the need for the payment of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicingExit Fees by Owner/Servicer. Notwithstanding and in addition anything to the foregoingcontrary elsewhere in this Agreement, in the event that (i) an Exit Fee shall not be payable upon a payoff of a Mortgage Loan becomes delinquent for by a period Mortgagor, or removal of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Propertyfrom Subservicer’s subservicing system upon assignment to HUD or private mortgage insurer, the Owner may at its election terminate this Agreement (a) with respect completion of a foreclosure action or other acquisition of title to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files to the Owner's designeea REO.

Termination Without Cause. (a) This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner (Master Servicer or advances by the Servicer for the same)Trust Fund, and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, hereunder or (ii) mutual consent of the Servicer and the Owner Master Servicer in writing or (iii) at writing, provided such termination is also acceptable to the sole option Rating Agencies. In addition, with the prior written consent of the OwnerMaster Servicer and the Seller may terminate this Agreement with respect to all (but not less than all) of the Mortgage Loans, without cause, upon provided that the Seller gives the Servicer 30 days written noticedays’ notice prior to any such termination, but in no event shall such termination occur prior to the Closing Date. Any such notice of termination shall be in writing and delivered to the Servicer, the Master Servicer and the Trustee by registered mail to the address set forth at the beginning of this Agreementin Section 9.03. The Owner Seller and the Servicer shall comply with the termination procedures set forth in Sections 10.01 Section 9.01 hereof. All unreimbursed Option One Servicing Fees, Servicing Advances and 10.03 hereof and Monthly Advances still owing the procedures set forth belowServicer shall be deducted by the Servicer from the final remittance of the funds to the successor servicer. Should such funds be insufficient to pay for all unreimbursed Option One Servicing Fees, provided that, in the event the Owner terminates this Agreement without cause in accordance with subclause (iii) aboveServicing Advances or Monthly Advances, the Owner Seller shall pay reimburse the Servicer a termination fee equal to within five (A5) with respect to fixed rate Mortgage Loans, 2.0% days upon receipt of an invoice from the aggregate unpaid principal balance Servicer without right of reimbursement from the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination dateTrust Fund. In connection with any such termination referred pursuant to in clause (ii) or (iii) aboveof the first sentence of this Section 8.02(a), all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid at the time of such termination by the Trust Fund. Upon a termination of the Servicer for cause pursuant to Section 8.01, all unreimbursed Option One Servicing Fees, Servicing Advances and Monthly Advances still owing the Servicer shall be paid by the Trust Fund as such amounts are received from the related Mortgage Loans. In connection with any termination without cause pursuant to the second sentence of this Section 8.02(a), the Owner Seller or successor servicer will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances, Monthly Advances within 15 Business Days following the date of termination and Option One Servicing Fees and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding servicing at the time of such transfer of servicing if, and in addition to the foregoingonly if, funds in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement (a) with respect Collection Account are not sufficient to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all such unreimbursed out-of-pocket Servicing Advances fees and Monthly Advances on advances. Any invoices received by the date of Servicer after termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files will be forwarded to the Owner's designeeSeller, which such Seller or successor servicer shall pay within five (5) Business Days upon receipt from the Servicer.

Termination Without Cause. This Agreement shall terminate upon: (i) the later of (a) the distribution of the final payment or liquidation proceeds on the last Mortgage Loan to the Owner Master Servicer (or advances by the Servicer for the same), and (b) the disposition of all REO Property acquired upon foreclosure of the last Mortgage Loan and the remittance of all funds due hereunder, or (ii) mutual consent of the Servicer Servicer, the Seller and the Owner Master Servicer in writing provided such termination is also acceptable to the Rating Agencies and the NIMS Insurer or (iii) with respect to some or all of the Mortgage Loans, at the sole option of the OwnerSeller, without cause, upon 30 days written notice, subject to the limitations set forth below. Any such notice of termination shall be in writing and delivered to the Trustee, the Master Servicer, the NIMS Insurer and the Servicer by registered mail to the address set forth at the beginning in Section 9.04 of this Agreement. The Owner and the Servicer shall comply with the termination procedures set forth in Sections 10.01 8.01, 8.02 and 10.03 hereof and the procedures set forth below, provided that, in 9.01 hereof. In the event the Owner Seller terminates this Agreement the Servicer without cause with respect to some or all of the Mortgage Loans in accordance with subclause (iii) aboveSection 8.02(iii), the Owner Seller shall be required to pay to the Servicer a termination fee Termination Fee in an amount equal to (A) the product of the Termination Fee Percentage and the outstanding principal balance of the terminated Mortgage Loans as of the date of such termination; provided, that no Termination Fee shall be paid or payable with respect to fixed rate Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the fixed rate Mortgage Loans as of such termination date and (B) with respect to ARM Mortgage Loans, 2.0% of the aggregate unpaid principal balance of the ARM Mortgage Loans as of such termination date. In connection with any such termination referred to in clause (ii) or (iii) above, the Owner will be responsible for reimbursing the Servicer for all unreimbursed out-of-pocket Servicing Advances within 15 Business Days following the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a "Delinquent terminated Distressed Mortgage Loan") or (ii) a Mortgage Loan becomes an REO Property. All unreimbursed Servicing Fees, the Owner may at its election terminate this Agreement (a) with respect to such Delinquent Mortgage Loan or (b) REO Property, in each case, upon 15 days' written notice to the Servicer. In the event of such election, the Owner shall reimburse the Servicer for all unreimbursed out-of-pocket Servicing Advances and Monthly Advances on the date of termination and other reasonable and necessary out-of-pocket costs associated with any transfer of servicing, including, but not limited to, costs associated with the transfer of the related files owing to the Owner's designeeServicer relating to such Mortgage Loans shall be reimbursed and paid to the Servicer upon such Termination.